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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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                                                              EXHIBIT 10.29
                                                                         
                              DISTRIBUTOR AGREEMENT

         This Agreement (this "Agreement") made this 17 day of SEPTEMBER, 2003,
by and between Stereotaxis, Inc., a Delaware corporation ("Stereotaxis") having
its principal place of business at 4041 Forest Park Avenue, St. Louis, MO, 63108
USA, and [AB Medica], a INCORPORATED COMPANY organized under the laws of ITALY
having its principal place of business at VIA NERVIANO 31 LAINATE (H1)
("Distributor"). Stereotaxis and Distributor are sometimes hereinafter referred
to individually as a "Party" and collectively as the "Parties."

I.       Appointment.

         A.       Subject to all the terms and conditions of this Agreement,
                  Stereotaxis hereby appoints Distributor, and Distributor
                  accepts such appointment, as its distributor within the
                  Territory (as defined below) for resale, for use only in the
                  Territory, of those particular products and services (the
                  "Products") described in SCHEDULE ONE attached hereto.
                  Notwithstanding the foregoing, Products shall not include any
                  products or services that are subject to distribution
                  alliances or agreements with major manufacturers of imaging or
                  interventional products including, without limitation, those
                  products or services which are subject to the agreement
 dated
                  May 7, 2002 between Stereotaxis and Biosense Webster, Inc. The
                  list of Products may be enlarged or diminished in respect of
                  the provisions of Section V.E. at any time and from time to
                  time during the term of this Agreement, but only by written
                  notice from an authorized representative of Stereotaxis.

         B.       Stereotaxis and Distributor acknowledge and agree that the
                  foregoing appointment is exclusive, provided that Distributor
                  both (i) at all times and continuously achieves at least one
                  hundred percent (100%) of the sales quota (the "Sales Quota")
                  as set forth below in Section I.C. for the years ending
                  December 31, 2003 and December 31, 2004 and in each and every
                  annual Sales Quota Agreement (as defined below) between the
                  Parties, and (ii) is not at any time in breach of any of its
                  obligations under this Agreement, then Stereotaxis shall not
                  appoint any other distributor for distribution of the
                  Products, nor shall Stereotaxis itself distribute the
                  Products, in the Territory during the term hereof. The
                  preceding sentence contains additional, and not exclusive,
                  remedies available to Stereotaxis in the event that
                  Distributor breaches this Agreement. Notwithstanding the
                  foregoing, Stereotaxis shall be entitled to appoint other
                  distributors within or for the Territory for any of its
                  products not specified in SCHEDULE ONE, including products
                  identical to the Products except for the brand name, during
                  the term hereof, or to sell such products itself in the
                  Territory.

         C.       For the year ending December 31, 2003, the Sales Quota shall
                  equal [***] ordered and installed. For the year ending
                  December 31, 2004, the Sales Quota shall equal


[*** 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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                  [***] It shall be a mutual goal of the Parties that each NIOBE
                  System placed by Distributor hereunder shall be utilized by
                  Distributor's customers for an average of five procedures per
                  week by 12 months following installation, and any NIOBE System
                  which does not reach such level of customer utilization shall
                  not be counted toward Distributor achieving any Sales Quotas
                  hereunder.

II.      Territory. "Territory" shall mean Italy and the following
         [cantons/regions] in Switzerland, which comprise the Italian speaking
         geographic region in Switzerland: [Ticino]. [DISTRIBUTOR TO CONFIRM
         AND/OR COMPLETE WITH ADDITIONAL REFERENCES.]

III.     Certain Covenants of Distributor. Distributor agrees during the term of
         this Agreement, and at its own cost:

         A.       In order to ensure patient safety, not to use or permit others
                  to use the NIOBE System with any disposable devices, software
                  or other accessories except those provided by or approved in
                  writing by Stereotaxis or with any fluoroscopy system other
                  than the Siemens ARTIS digital fluoroscopy system that has
                  been integrated by Stereotaxis and Siemens to allow use with
                  the NIOBE System or any other fluoroscopy system approved in
                  writing by Stereotaxis. Distributor further agrees that it
                  will not, or permit others to, modify the NIOBE System or any
                  of the devices or software provided by Stereotaxis for use
                  with the system;

         B.       To use its best efforts to sell, advertise and otherwise
                  promote the sale and use of the Products throughout the
                  Territory, to maintain a representative, and to fulfill such
                  additional goals as it may agree upon with Stereotaxis;

         C.       To maintain an adequate sales and service staff, as well as
                  adequate facilities;

         D.       To use its best efforts to assist end users in acquiring
                  replacement of defective parts, through Stereotaxis or an
                  approved vendor of Stereotaxis;

         E.       To appoint and supervise such persons as may be necessary to
                  provide adequate sales throughout the Territory and instruct
                  them as to appropriate methods of sales, advertisement,
                  demonstration and promotion of the Products;

         F.       To prepare and transmit to Stereotaxis regular, timely,
                  accurate and complete reports and other information pertinent
                  to the sale of the Products and semi-annual, annual and other
                  statements of its financial condition, all in form and
                  substance satisfactory to Stereotaxis. Such information shall
                  include (i) a quarterly non-binding forecast of Products to be
                  purchased by Distributor (which shall include projected NIOBE
                  System and disposable sales) from Stereotaxis during the
                  following year (on a quarterly basis) and (ii) a list of
                  customers and potential customers of Distributor, including
                  information describing the contacts with such potential
                  customer and the status of the discussions, in reasonable
                  detail;


[*** 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.]

                                       2

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         G.       To pay and perform in a timely and full manner all obligations
                  owing to Stereotaxis at any time. Stereotaxis reserves the
                  right to charge, and Distributor agrees to pay, a finance
                  charge in respect of any past due obligation or indebtedness
                  of 3 months libor $ + spread 4 points on a yearly basis,
                  subject to the maximum amount permitted under Delaware law;

         H.       To comply with any and all Stereotaxis instructions regarding
                  the recall of the Products. In the event Stereotaxis instructs
                  Distributor to recall the Products, Stereotaxis shall
                  reimburse Distributor for direct costs incurred by Distributor
                  in connection with such recall, except those direct costs that
                  Stereotaxis determines, in its reasonable discretion, are
                  outside the scope of the acts required by Distributor to
                  effect the recall. Notwithstanding the foregoing, Distributor
                  shall reimburse Stereotaxis for all costs and expenses of or
                  related to the recall incurred by Stereotaxis if the recall
                  arises in whole or in part from an act or omission of
                  Distributor;

         I.       Beginning on January 1, 2005, and annually thereafter, but in
                  no event later than January 30th of each calendar year, to
                  mutually agree in good faith with Stereotaxis the targeted
                  sales quota for such calendar year (a "Targeted Sales Quota
                  Agreement"), on reasonable commercial terms and substantially
                  in the form attached hereto as SCHEDULE TWO, or in such other
                  form as Stereotaxis may from time to time prescribe. The
                  Targeted Sales Quota Agreements may be amended from time to
                  time by the mutual written consent of the Parties;

         J.       Not to distribute, sell or solicit the sale of the Products
                  outside of the Territory, or for use outside of the Territory,
                  or to any Distributor within the Territory which Distributor
                  has reason to believe intends to use, distribute or resell any
                  of the Products outside of the Territory;

         K.       To pay from its own funds and without reimbursement from
                  Stereotaxis all direct selling, marketing, translation and
                  advertising expenses, costs of all promotional expenses and
                  all general and administrative expenses incurred in connection
                  with the discharge of its duties hereunder;

         L.       To promptly notify Stereotaxis of any complaints from
                  customers regarding the Products and to cooperate with
                  Stereotaxis to administer and resolve any such complaints;

         M.       To protect the proprietary rights of Stereotaxis as specified
                  in this Agreement and agrees to notify Distributor's employees
                  of its obligations specified and enforce their compliance
                  therewith; and

         N.       To promptly notify Stereotaxis of any infringement of the
                  proprietary rights of Stereotaxis that come to Stereotaxis'
                  attention, and to cooperate with Stereotaxis without charge,
                  in any action by Stereotaxis to investigate or remedy any such
                  infringement or said rights.

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IV.      Certain Covenants of Stereotaxis.

         A.       Stereotaxis agrees to provide initial training for all sales,
                  marketing and service employees of Distributor, who are
                  employees of the Distributor at the time of execution of this
                  Agreement and who will sell and/or service the Products (the
                  "Initial Training"). Such training shall consist of two
                  sessions, one of which shall relate to the sales and marketing
                  of the Products and one of which shall relate to the servicing
                  of the Products. Distributor shall require its personnel
                  performing functions covered by any such training course to
                  attend such course. The costs of travel and related expenses
                  shall be borne by the Party incurring such travel. The Parties
                  agree that such training shall be provided at locations and
                  with methods that minimize the total cost of travel and
                  location expense. Upon completion of the Initial Training and
                  other than as provided in Section IV.B., Distributor agrees to
                  be responsible for the training of all of its sales, marketing
                  and service employees, including the training of any new
                  employees.

         B.       Distributor shall appoint a marketing or training coordinator
                  in order to supervise the training, including the Initial
                  Training, of such personnel. In connection with any new
                  advancements in technology related to the Products,
                  Stereotaxis agrees to provide additional training to the
                  marketing or training coordinator selected by the Distributor.
                  Distributor shall require its marketing or training
                  coordinator to attend such training. The costs of travel and
                  related expenses of such training shall be borne by the Party
                  incurring such travel. The Parties agree that such training
                  shall be provided at locations and with methods that minimize
                  the total cost of travel and location expense.

         C.       Stereotaxis agrees to provide, or cause to be provided,
                  clinical applications support to the customer for the [***]
                  NIOBE Systems sold by Distributor until the Distributor
                  sells its [***] NIOBE System. Upon the sale by the Distributor
                  of its third NIOBE System, Stereotaxis will cease providing
                  clinical applications support to the customers for any of the
                  NIOBE Systems sold by the Distributor and Distributor agrees
                  to become solely responsible for providing such clinical
                  applications support to such customers for all NIOBE Systems
                  sold by the Distributor. Distributor represents and warrants
                  to Stereotaxis that Distributor will establish and maintain an
                  adequate Stereotaxis trained technically competent staff to
                  provide all required service and support to Distributor's
                  customers. This representation is a material inducement for
                  Stereotaxis to enter into and continue this Agreement.

         D.       Stereotaxis shall have the right to subcontract to Siemens AG
                  or a designated affiliate thereof any services to be performed
                  by Stereotaxis in connection with any NIOBE Systems sold
                  hereunder by Distributor.

[*** 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.]

                                       4

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V.       Sales and Terms.

         A.       Products will initially be sold to Distributor at such prices
                  and terms as set forth on SCHEDULE THREE attached hereto.
                  Thereafter, in November of each year during the term hereof,
                  Stereotaxis shall establish the prices for the Products, which
                  shall be equal to [***] below the net sales price in the US
                  (exclusive of shipping and installation charges). Such prices
                  shall be effective for purchase orders made by the Distributor
                  in the following calendar year, provided that any Products so
                  ordered are shipped within nine months of such order;
                  otherwise the effective price for Products shipped more than
                  nine months after the date of the purchase order shall be the
                  then-prevailing pricing in effect for such Products.
                  Distributor shall submit a written purchase order in
                  substantially the form provided to Distributor by Stereotaxis
                  from time to time, for each of the Products sold hereunder,
                  which shall be subject to the terms and conditions in this
                  Agreement.

         B.       Distributor shall be responsible for and shall defray all
                  costs and expenses pertaining to the importation of the
                  Products into the Territory (including all costs associated
                  with shipping and installation) and shall pay all taxes,
                  duties, fees and charges, including all value added taxes,
                  related to the importation of the Products into the Territory
                  and the conclusion and fulfillment of this Agreement (other
                  than as provided in Section V.G.).

         C.       Sales shall be governed only by this Agreement and
                  Stereotaxis' standard terms and conditions for the Products in
                  effect at the time of shipment. A current form of Stereotaxis'
                  standard terms and conditions is attached hereto as SCHEDULE
                  FOUR and is hereby incorporated by reference into this
                  Agreement. Resales by the Distributor shall also be made
                  subject to Stereotaxis' standard terms and conditions. The
                  terms and conditions of this Agreement take precedence over
                  all purchase orders, acknowledgment forms and other documents
                  between the Parties relating to the Products. The provisions
                  of this Section shall survive termination, for whatever
                  reason, of this Agreement.

         D.       Stereotaxis will endeavor to make the Products available as
                  ordered, but reserves the right to allocate its available
                  Products as it may determine in its sole and absolute
                  discretion, without thereby incurring any liability to
                  Distributor or otherwise provided that the delivery of the
                  ordered Products is not unreasonably delayed and that
                  Stereotaxis, upon written request of the Distributor, is able
                  to indicate an estimated date of delivery and respects such
                  date of delivery. Stereotaxis also reserves the right to add a
                  service charge, or alternatively to refuse orders for Products
                  for less than minimum dollar values or less than standard
                  quantities as established by Stereotaxis from time to time.


[*** 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.]


                                       5

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         E.       Stereotaxis reserves the right from time to time in its sole
                  and absolute discretion, without thereby incurring any
                  liability to Distributor or otherwise, to discontinue or to
                  limit its production of any Product, to alter the design or
                  construction of any Product, and to add new and additional
                  Products. In case Stereotaxis decides to discontinue or limit
                  the Production of any product, then Stereotaxis will need to
                  give the Distributor a sixty (60) day written notice, and will
                  be bound to deliver Distributor any Product ordered prior to
                  the decision to discontinue or limit the production or during
                  the sixty (60) day notice period in order to limit potential
                  liabilities of Distributor toward its Customers.

         F.       Distributor agrees not to sell (i) as Stereotaxis products any
                  merchandise or accessories that have not been made, approved
                  in writing, or supplied by Stereotaxis or (ii) any merchandise
                  or accessories for use with or incorporation onto or into the
                  Products that, in Stereotaxis' sole and absolute discretion,
                  adversely affect the operation or safety of the Products.

         G.       Stereotaxis shall be responsible for using all reasonable
                  commercial efforts to obtain the necessary regulatory approval
                  for the Products from the European Union and shall be
                  responsible for all costs and expenses associated therewith.
                  Distributor and Stereotaxis agree to cooperate with each other
                  in order to obtain such approval.

         H.       Distributor agrees to comply with all laws and regulations of
                  the Territory pertaining to the importation, distribution,
                  sale and marketing of the Product in the Territory and agrees
                  to be responsible for obtaining all necessary regulatory
                  approvals in the Territory (other than as provided in Section
                  V.G.) and agrees to be responsible for all costs and expenses
                  associated therewith. Stereotaxis and Distributor agree to
                  cooperate with each other in order to comply with such laws
                  and regulations. Without limiting the generality of the
                  foregoing, Distributor agrees not to make any incorrect or
                  false claims regarding the features, operations or marketing
                  of any Product(s); not to make any incorrect or false claims
                  regarding the features, operations or marketing of any
                  Product(s); not to employ deceptive, illegal or unethical
                  practices in marketing the Product(s); and to represent
                  Stereotaxis in a way that will protect and enhance the
                  reputation of Stereotaxis.

         I.       The ownership of the legal and beneficial title to, the risk
                  of loss and the right to possession and control over, all of
                  the Products to be distributed by Distributor hereunder shall
                  be F.O.B. Origin (factory).

         J.       Payment for the Products shall be made in U.S. dollars within
                  sixty (60) days following the date of Stereotaxis' invoice.

VI.      Labeling

         A.       Stereotaxis shall provide Distributor with Product information
                  needed by Distributor to prepare labeling in compliance with
                  applicable laws and

                                       6

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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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                  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.]


                                       8

<PAGE>

         A.       In no event will Stereotaxis' liability hereunder exceed the
                  actual loss or damage sustained by Distributor, up to the
                  purchase price of the Products.

         B.       STEREOTAXIS SHALL NOT BE LIABLE FOR ANY LOSS OF USE, REVENUE
                  OR ANTICIPATED PROFITS, LOSS OF STORED, TRANSMITTED OR
                  RECORDED DATA, OR FOR ANY INCIDENTAL, UNFORESEEN, SPECIAL,
                  PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN
                  CONNECTION WITH THIS AGREEMENT OR THE SALE OR USE OF THE
                  PRODUCTS. This provision does not affect third party claims
                  for personal injury arising as a result of Stereotaxis'
                  negligence or product defect. THE FOREGOING IS A SEPARATE,
                  ESSENTIAL TERM OF THIS AGREEMENT AND SHALL BE EFFECTIVE UPON
                  THE FAILURE OF ANY REMEDY, EXCLUSIVE OR NOT.

X.       INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

         A.       Infringement by Stereotaxis. Stereotaxis warrants that the
                  Products manufactured by Stereotaxis and sold hereunder do not
                  infringe any patent or copyright in the Territory. If
                  Distributor receives a claim that any such Product, or parts
                  thereof, infringe upon the rights of others under any U.S.
                  patent or copyright, Distributor will notify the Stereotaxis
                  in writing. As to all infringement claims relating to Products
                  or parts manufactured by Stereotaxis or one of its affiliates:

                  (1)      Distributor will give Stereotaxis information,
                           assistance and exclusive authority to evaluate,
                           defend and settle such claims; and

                  (2)      Stereotaxis will then, at its own expense, defend or
                           settle such claims, procure the right to use the
                           Products, or remove or modify them to avoid
                           infringement. If none of these alternatives is
                           available on terms reasonable to Stereotaxis, then
                           Distributor will return (or cause to be returned) the
                           Products to Stereotaxis, and Stereotaxis will refund
                           to Distributor the purchase price paid by the
                           Distributor less reasonable depreciation for
                           Distributor's use of the Products.

         B.       Infringement by Distributor. If some or all of the Products
                  sold hereunder are made by Stereotaxis pursuant to drawings or
                  specifications furnished by the Distributor or one of its
                  customers, or if the Distributor modifies or combines,
                  operates or uses the Products other than as specified by
                  Stereotaxis or with any product, data, software, apparatus or
                  program not provided or approved by Stereotaxis, then the
                  indemnity obligation of Stereotaxis under Section 13.1 will be
                  null and void and should a claim be made that such Products
                  infringe the rights of any third party under patent, trademark
                  or otherwise, then Distributor will indemnify and hold
                  Stereotaxis harmless against any liability or expense,
                  including reasonable attorneys fees, incurred by Stereotaxis
                  in connection therewith.

XI.      DESIGNS AND TRADE SECRETS/LICENSE

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         A.       Any drawings, data, designs, software programs or other
                  technical or confidential information supplied by Stereotaxis
                  to Distributor in connection with the sale of the Products are
                  not included in the sale of the Products to Distributor, will
                  remain Stereotaxis' property and will at all times be held in
                  confidence by Distributor. Such information will not be
                  reproduced or disclosed to others without Stereotaxis' prior
                  written consent.

         B.       Distributor acknowledges and agrees that any and all software
                  incorporated into the NIOBE System, or contained or comprised
                  in any Products or other accessories provided by Stereotaxis
                  to Distributor for use with the NIOBE System remains the
                  property of Stereotaxis or where applicable, its licensor(s)
                  and is licensed to Distributor on a non-exclusive,
                  non-transferable basis (for the license fees described in any
                  purchase order), not sold. This software is the confidential
                  information of Stereotaxis and Distributor will not copy or
                  modify this software, reverse engineer, decompile or
                  disassemble or use this software except in conjunction with
                  the NIOBE System at the installation site. Notwithstanding
                  anything else contained in this Agreement there is no warranty
                  or condition of non-infringement, quiet enjoyment or
                  possession or title regarding such software. Distributor
                  acknowledges that the software is of such complexity that it
                  may have inherent or latent defects and agrees that its sole
                  remedy for any defects during the warranty period is that
                  Stereotaxis will correct documented software errors. There are
                  no licenses or rights in respect of software upgrades or
                  future software products implied or provided for by this
                  Agreement

         C.       Distributor agrees that it will not use the Products in a
                  manner that infringes any of Stereotaxis' patents.

XII.     Distributor is not Agent. Distributor is an independent contractor and
         this Agreement does not create the relation of principal and agent
         between Stereotaxis and Distributor. Distributor shall not act or
         assume to act as a representative or agent of Stereotaxis, nor will it
         contract or incur debts or other obligations in the name of or on
         behalf of Stereotaxis. Stereotaxis shall have no obligation to make
         withholdings of any kind from amounts payable to Distributor, including
         without limitation, any obligations for income tax, workers
         compensation or unemployment compensation.

XIII.    Term; Breach and Termination.

         A.       This Agreement shall be effective as of the date first written
                  above upon signature hereof by the Parties and shall remain in
                  effect through December 31, 2004, unless earlier terminated or
                  extended pursuant to the provisions hereof. This Agreement
                  shall be automatically renewed for one (1) year at the end of
                  the initial term hereof and for successive one-year renewal
                  periods thereafter, unless either Party shall provide written
                  notice to the other Party at least ninety (90) days prior to
                  the end of the initial term or any subsequent one-year renewal
                  thereof.

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         B.       Stereotaxis shall have the right in its discretion and at its
                  option upon the occurrence of any one or more of the following
                  events, to terminate this Agreement by giving notice of such
                  termination to Distributor, the same to become effective upon
                  the giving of such notice or, if so stated in such notice,
                  upon the termination date specified therein:

                  1.       If the Distributor breaches or fails to perform any
                           term or provision hereof, or covenant or obligation
                           herein, or to pay promptly when due any sum owed to
                           Stereotaxis under this Agreement or otherwise and
                           fails to cure it breach or failure to perform within
                           thirty (30) days from reception of written notice
                           from Stereotaxis;

                  2.       If the Distributor is declared insolvent (however
                           defined or evidenced) or commits an act of bankruptcy
                           or assignment for the benefit of creditors or
                           appoints a committee of creditors or makes or sends
                           notice of an intended bulk transfer or if there shall
                           be convened a meeting of the creditors or principal
                           creditors of Distributor;

                  3.       If any petition or application to any court or
                           tribunal, at law or in equity, by or against
                           Distributor, is made for the appointment of a
                           custodian, receiver or trustee for Distributor or for
                           any substantial portion of the property or assets of
                           Distributor;

                  4.       If Distributor shall cease to function as a going
                           concern or if the usual business of Distributor shall
                           be terminated or suspended; or

                  5.       If any representation or warranty or any other
                           statement of fact made to Stereotaxis at any time,
                           whether in writing or orally, by or on behalf of
                           Distributor pursuant to or in connection with this
                           Agreement or otherwise, shall have been false or
                           misleading in any material respect when made.

         C.       Upon the giving of such notice of termination, Stereotaxis
                  may, at its option, with or without further notice to or
                  demand upon Distributor, declare all obligations of
                  Distributor to Stereotaxis under this Agreement or otherwise,
                  immediately due and payable.

         D.       This Agreement (except those covenants, terms and provisions
                  that are intended to survive termination) may be terminated at
                  any time by either Party hereto, in the event there is a
                  Change in Control of either Party, said termination to be
                  effective immediately. "Change in Control" shall be defined
                  as: (i) any merger or other business combination involving
                  either Party after which the former stockholders of such Party
                  own less than two-thirds of the outstanding stock of the
                  surviving company; (ii) any sale of all or substantially all
                  of the assets of either Party, or any similar transaction; or
                  (iii) any transaction or series of related transactions by a
                  Party in which in excess of 50% of the voting securities of
                  such Party are transferred; but will exclude effects on
                  ownership occurring pursuant to a public offering of
                  securities by a Party.

                                       11

<PAGE>

         E.       The right of termination, as provided herein, is absolute and
                  the parties recognize that termination of this Agreement may
                  result in loss or damage to either Party, but hereby expressly
                  agree that neither Party shall be liable to the other by
                  reason of any loss or damage resulting from the termination of
                  this Agreement by the other for cause including, without
                  limitation, any loss of prospective profits, or any damage
                  occasioned by loss of goodwill or by reason of any
                  expenditures, investments leases or commitments made in
                  anticipation of the continuance of this Agreement. Without
                  limiting the generality of the foregoing reciprocal releases
                  of liability for loss or damage occasioned by termination,
                  Distributor agrees that Stereotaxis may, at any time, be at
                  liberty to negotiate with and appoint any other person, firm
                  or corporation with respect to the replacement of Distributor
                  in whole or in part as a distributor in the Territory, and
                  Stereotaxis shall not be liable or responsible to Distributor
                  for any loss of profits or other damage that may be suffered
                  by Distributor by reason of any publicity attendant upon any
                  such negotiation or appointment or otherwise.

         F.       Any notice of termination shall be deemed fully and completely
                  given upon the posting of the same by registered or certified
                  mail, return receipt requested, in an envelope properly
                  addressed to the other Party at the address set forth above or
                  to such other or further address as such other Party, by like
                  notice, may have theretofore designated or by personal
                  delivery to the office of the other Party.

XIV.     Rights and Obligations of the Parties Upon Termination.

         A.       Upon the giving by either Party of notice of termination,
                  Stereotaxis shall have the following rights, each exercisable
                  in its sole and absolute discretion:

                  1.       to reject, in whole or in part, any order or orders
                           for the Products theretofore submitted by
                           Distributor;

                  2.       Upon termination of the Agreement, the Distributor
                           shall be entitled to receive the products that are
                           necessary to fill valid and binding orders received
                           from its customers before termination and/or to
                           respect contractual obligation undertaken with Public
                           Hospitals through tendering procedures before
                           termination. To this extent, within 20 days from
                           effective termination date, the Distributor will
                           provide Stereotaxis with a detailed list of the
                           binding orders received from its Customers and of the
                           contractual obligation undertaken to Public Hospital
                           before termination, together with an estimate of the
                           requested delivery dates of such products. For these
                           supplies, if termination is a consequence of Ab
                           Medica's breach of its contractual obligations,
                           Stereotaxis will be entitled to demand anticipated or
                           immediate payment of the merchandise to be delivered.

                  3.       to purchase from Distributor at such time or times,
                           within the ninety day period immediately following
                           the termination date or such other period as
                           Stereotaxis in its sole discretion may determine, and
                           on the terms and conditions hereinafter set forth all
                           or any portion of Distributor's inventory

                                       12

<PAGE>

                           of the Products on the termination date, which is
                           defined as the date upon which this Agreement
                           terminates pursuant to any notice of termination
                           provided for by this Agreement.

         B.       The purchase price of such Products as are undamaged, in
                  original packaging and still listed in Stereotaxis' most
                  current price sheets as of the date of such sale by
                  Distributor to Stereotaxis shall be at Stereotaxis' original
                  invoice price to Distributor less a handling and restocking
                  charge in effect at the time of such purchase (which shall in
                  no event be less than [***] of the price as determined above).

         C.       If Stereotaxis elects to purchase the Products as provided
                  above, Distributor shall deliver to Stereotaxis, not more than
                  fifteen days after the termination date, an itemized listing
                  showing all such Products on the termination date, together
                  with serial numbers where appropriate. Distributor shall
                  immediately ship and deliver to Stereotaxis at such shipping
                  point as Stereotaxis may designate, the Products to be
                  purchased by Stereotaxis. Stereotaxis shall have the right to
                  inspect and approve the Products so shipped and the sale shall
                  be complete only upon such inspection and written approval by
                  Stereotaxis.

         D.       The provisions of this Section XI shall survive termination,
                  for whatever reason, of this Agreement.

         E.       From and after the termination of this Agreement, and such
                  termination notwithstanding, the parties shall remain liable
                  to one another for any and all indebtedness incurred prior to
                  the effective date of such termination and for any breach of
                  the Agreement occurring prior thereto, and for the performance
                  of all obligations hereunder that expressly or impliedly are
                  to survive termination of the Agreement.

         F.       The acceptance of any order from, or the sale of any Product
                  to, Distributor shall not be deemed a waiver of the effect of
                  such termination or renewal or extension of this Agreement.

XV.      Advertising. Distributor agrees to provide Stereotaxis with sample
         copies (in English) of advertisements and promotional materials
         prepared by Distributor relating to the Products. Stereotaxis reserves
         the right to disapprove any advertising used by Distributor in
         promoting and selling Products, in which case Distributor shall not
         utilize such advertising. Failure of Stereotaxis to disapprove
         advertising shall not constitute any waiver of its right of approval of
         such advertising.

XVI.     Parts Purchases/Redemption against Warranties. The dollar value of the
         replacement parts charged back to Stereotaxis annually under the
         Product's warranty must not exceed the corresponding dollar value of
         the parts purchased from Stereotaxis during the prior calendar year.
         Distributor agrees that all costs and expenses related to any Product's
         warranty shall be billed to Siemens AG, or a designated affiliate
         thereof, which shall then bill Stereotaxis directly.


[*** 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.]



                                       13

<PAGE>

XVII.    Compliance with Law. In performing under this Agreement and in
         conducting its business, Distributor shall comply, at Distributor's
         cost, with all applicable federal, state and local laws, regulations
         and rules.

XVIII.   Indemnity. Distributor shall indemnify, defend and hold Stereotaxis
         harmless from and against any and all expenses, costs (including
         reasonable attorney's fees), claims, demands, damages, liability, suits
         or the like arising from or related to (a) the failure of Distributor
         to perform any of its obligations hereunder; (b) breach on the part of
         Distributor of any representation, warranty, covenant, term or
         provision herein; (c) provision by Distributor of any services or
         products (other than the Products), including by way of example and not
         limitation, provision of any replacement parts not supplied by
         Stereotaxis; or (d) any act or omission on the part of Distributor or
         its employees, agents or representatives. The provisions of this
         Section shall survive termination, for whatever reason, of this
         Agreement.

XIX.     Agreement Not Assignable. The rights and privileges granted herein are
         personal in character and cannot be assigned or transferred by
         Distributor, by operation of law or otherwise, without the consent in
         writing of an authorized representative of Stereotaxis and any
         purported assignment or transfer without such consent shall have no
         legal effect whatsoever.

XX.      Entire Agreement, etc. This Agreement constitutes the entire
         understanding between the parties and shall be deemed to supersede any
         and all prior agreements, verbal or written, between the parties. All
         previous negotiations and representations not included herein are
         hereby abrogated. Except as provided herein, this Agreement cannot be
         changed, modified or varied, except by a written instrument signed by
         the authorized representatives of the parties hereto. The captions of
         the various sections of this Agreement shall not be construed as a
         waiver of any such term and the right of Stereotaxis thereafter to
         enforce such term.

XXI.     Governing Law. This Agreement shall be exclusively governed by and
         construed in accordance with the laws of the State of Delaware, United
         States of America, without giving effect to any conflict-of-law rules
         requiring the application of the substantive law of any other
         jurisdiction; provided, however, that the United Nations Convention on
         Contracts for the International Sale of Goods shall in no way apply to
         the interpretation of this Agreement.

XXII.    Arbitration.

         A.       All disputes arising out of or in connection with this
                  Agreement (the "Dispute") including the arbitrability of any
                  Dispute, shall be finally settled under the Rules of
                  Arbitration of the International Chamber of Commerce (the
                  "ICC") in effect on the date of this Agreement (the "Rules")
                  by three arbitrators. In the event of a conflict between the
                  Rules and the provisions of this Section, the provisions of
                  this Section shall govern. The place of arbitration shall be
                  in St Louis, Missouri. The arbitration shall be governed by
                  Chapter 2 of the United States Arbitration Act, 9 U.S.C.
                  Sections  201-208. The two arbitrators appointed by the
                  parties shall

                                       14

<PAGE>

                  appoint the third arbitrator, who shall be neither a citizen
                  nor resident of either the United States or the Territory,
                  within thirty (30) days of the appointment of the second
                  arbitrator. The language of the arbitration shall be English,
                  and all three arbitrators must be fluent in English.

         B.       Each Party acknowledges and agrees that arbitration pursuant
                  to this Section shall be the sole and exclusive procedure for
                  resolving any Dispute, and that any award rendered by the
                  arbitral tribunal shall be final and binding upon the parties.
                  Judgment upon the award may be entered, and application for
                  judicial confirmation or enforcement of the award may be made,
                  in any competent court having jurisdiction thereof, and the
                  parties hereto submit to the jurisdiction of such court for
                  purposes of enforcement of this Section and any award rendered
                  hereunder.

         C.       In the event of any Dispute, the parties shall continue to
                  perform their respective obligations under this Agreement
                  during the pendency of arbitration proceedings unless and
                  until the arbitral tribunal otherwise orders.

         D.       The expenses of the arbitration, including all arbitrators'
                  and attorneys' fees, shall be borne by the non-prevailing
                  Party unless the arbitral tribunal determines that it would be
                  unjust or inequitable by reason of the substantive effect of
                  its award to have one Party bear all such expenses and fees,
                  in which case it shall, in its award, so divide and allocate
                  all such expenses on a basis which it determines to be just
                  and equitable in the circumstances.]

                                       15

<PAGE>

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION, WHICH MAY BE ENFORCED
BY THE PARTIES.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers on the date set forth above.

                                         FOR DISTRIBUTOR:

                                         By /s/ Filippo Pacinotti
                                            ------------------------------------
                                         Name: Filippo Pacinotti
                                         Title: Business Manager Robotics
                                         Company: AB Medica

                                         FOR STEREOTAXIS:

                                         By /s/ Michael P. Kaminski
                                            ------------------------------------
                                         Name: Michael P. Kaminski
                                         Title: COO
                                         Company: Stereotaxis, Inc.

                                       16

<PAGE>

                                                      BCLLP DRAFT DATED 07/01/03
                                        [SUBJECT TO E.U./ITALIAN COUNSEL REVIEW]

                            SCHEDULE ONE - PRODUCTS*


<TABLE>
<S>                                                 <C>
NIOBE(TM) MAGNETIC SYSTEM                           001-003000-2

NAVIGANT(TM) ADVANCE USER INTERFACE                 020-004500-2

ENDOCARDIAL(TM) APPSPEC

ENDOVASCULAR(TM) APPSPEC

HELIOS(TM) ABLATION CATHETER                        001-001140-2

HELIOS(TM) CABLE                                    001-001255-1

CRONUS(TM) PROGRAMMABLE GUIDEWIRE FAMILY
   ENDOVASCULAR 210CM FULL COAT                     001-001096-1
   ENDOVASCULAR 300CM FULL COAT                     001-001096-2
   ENDOVASCULAR 210CM PARTIAL COAT                  001-001096-3
   ENDOVASCULAR 300CM PARTIAL COAT                  001-001096-4
   FLOPPY 180CM FULL COAT                           001-001232-1
   FLOPPY 300CM FULL COAT                           001-001232-2
   FLOPPY 180CM PARTIAL COAT                        001-001232-3
   FLOPPY 300CM PARTIAL COAT                        001-001232-4
   I WIRE 210CM FULL COAT                           001-001263-1
   I WIRE 210CM PARTIAL COAT                        001-001263-3

CARDIODRIVE(TM)                                     001-001169-3
CONNEXION(TM) VECTOR PEN                            503-000763-101
</TABLE>


* Products shall not include any products or services which are subject to
distribution alliances or agreements with other distributors, including, without
limitation, those products or services which are subject to the agreement dated
May 7, 2002 between Stereotaxis and Biosense Webster, Inc.


<PAGE>

                                 SCHEDULE TWO -
                         TARGETED SALES QUOTA AGREEMENT

                                                      Date:_____________________

DISTRIBUTOR:____________________________________________________________________

Address:________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

Distributor Number:_____________________________________________________________

Territory (primary area of responsibility):_____________________________________
________________________________________________________________________________
________________________________________________________________________________

Minimum/Sales Quota:_____________________________________________

Special Notes:__________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________

By:_________________________________
Name:_______________________________
Distributor Representative

By:_________________________________
Name:_______________________________
Stereotaxis Representative


<PAGE>

                                 SCHEDULE THREE -
                                     PRICES


<TABLE>
<S>                                          <C>              <C>
NIOBE(TM) MAGNETIC SYSTEM                    001-003000-2       [***]

NAVIGANT(TM) ADVANCE USER INTERFACE          020-004500-2              
ANNUAL LICENSING FEE AFTER 1ST YEAR                             [***]

HELIOS(TM) ABLATION CATHETER                 001-001140-2       [***]

HELIOS(TM) CABLE                             001-001255-1       [***]

CRONUS(TM) PROGRAMMABLE GUIDEWIRE FAMILY
  ENDOVASCULAR 210CM FULL COAT               001-001096-1       [***]
  ENDOVASCULAR 300CM FULL COAT               001-001096-2       [***]
  ENDOVASCULAR 210CM PARTIAL COAT            001-001096-3       [***]
  ENDOVASCULAR 300CM PARTIAL COAT            001-001096-4       [***]
  FLOPPY 180CM FULL COAT                     001-001232-1       [***]
  FLOPPY 300CM FULL COAT                     001-001232-2       [***]
  FLOPPY 180CM PARTIAL COAT                  001-001232-3       [***]
  FLOPPY 300CM PARTIAL COAT                  001-001232-4       [***]
  I WIRE 210CM FULL COAT                     001-001263-1       [***]
  I WIRE 210CM PARTIAL COAT                  001-001263-3       [***]

CARDIODRIVE(TM)                              001-001169-3       [***]
CONNEXION(TM) VECTOR PEN                     503-000763-101     [***]
</TABLE>


*Pricing on the Niobe Magnetic System is for systems sold through March 2004.


[*** 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.]

<PAGE>

                                 SCHEDULE FOUR -
                          STANDARD TERMS AND CONDITIONS

1.       GENERAL

1.1      Contract Terms

These terms and conditions constitute an integral part of the quotation to which
they are attached ("the Quotation") provided by the Seller to sell products
("Products", which includes the Niobe Magnetic Navigation System) to Purchaser
and will govern the sale of the Products. Seller will not be bound by, and
specifically objects to, any term, condition or other provisions which are
different from or in addition to the provisions of this Agreement (whether or
not it would materially alter this Agreement) which is proffered by Purchaser in
any purchase order, receipt, acceptance, confirmation, correspondence or
otherwise, unless Seller specifically agrees to any such provision in writing
signed by Seller. Products may contain used, reworked or refurbished parts and
components that comply with performance and reliability specifications.
Purchaser acknowledges that this is a commercial and not a consumer transaction.

1.2      Acceptance

Acceptance of an order by Seller is expressly made conditional on Purchaser's
acceptance of these terms and conditions. Purchaser will be deemed to have
assented to Purchaser's completion or execution of this Agreement and
Purchaser's acceptance of all or any part of the Products subject to this
Agreement or by issuance of a purchase order to Seller pursuant to the Quotation
("Purchase Order).

1.3      Authorized Use

In order to ensure patient safety Purchaser agrees that it will not use or
permit others to use the Niobe Magnetic Navigation System with any disposable
devices, software or other accessories except those provided by or approved in
writing by Seller or with any fluoroscopy system other than the Siemens ARTIS FD
digital fluoroscopy system or any other fluoroscopy system approved in writing
by Seller. Purchaser further agrees that it will not modify the Niobe Magnetic
Navigation System or any of devices or software provided by Seller for use with
the system.

2.       PRICING

2.1      Quotations

Unless otherwise agreed to in writing or set forth in the quotation, all prices
quoted by Seller are based on U.S. dollars F.O.B. Seller's facility or other
shipping point and include standard and customary packaging. Domestic prices
apply only to purchasers located in, and who will use the Products in, the U.S.
International prices apply to all purchasers located outside of, or who will use
or ship or facilitate shipment of the Products outside of, the U.S. Unless
otherwise stated, the Quotation will only be valid for forty-five (45) days from
the date thereof.

2.2      Delay in Acceptance of Delivery

Should the agreed delivery date be postponed by Purchaser, Seller will have the
right to delivery to storage at Purchaser's risk and expense, and any payments
due upon delivery will become on the agreed delivery date provided Seller is
ready to deliver.

2.3      Escalation

Unless otherwise agreed to in writing, except as to goods to be delivered within
six (6) months of Seller's acceptance by Seller of Purchaser's order, Seller
reserves the right to increase its prices to those in effect at the time of
shipment.

2.4      Disposable Devices

Seller will make available to Purchaser from during the life of the Niobe
Magnetic Navigation System such disposable devices as are cleared by applicable
regulatory bodies for use with such system on reasonable commercial terms and in
a manner consistent with Seller's then general pricing and other practices in
respect of the same.

3.       TAXES

Any sales, use or manufacturer's tax which may be imposed upon the sale or use
of Products, or any property tax levied after readiness to ship, or any excise
tax, license or similar fee required under this transaction, will be in addition
to the quoted prices and will be paid by Purchaser.

4.       TERMS OF PAYMENT

4.1      Due Date

Unless otherwise set forth in the Quotation, Seller's payment terms are as
follows: an initial deposit of 10% of the purchase price for each Product is due
upon submission of the purchase order, an additional 80% of the purchase price
for each Product is due upon its delivery and the final 10% of purchase price is
due upon completion of installation (or in the case of Products for which no
installation is required, upon delivery of the Product). Unless otherwise
agreed, all payments other than the initial deposit are due net thirty (30) days
from the date of invoice. Unless otherwise agreed to in writing, all amounts
payable pursuant to this Agreement are denominated in United States dollars, and
Purchaser will pay all such amounts in lawful money of the United States.
Partial shipments will be billed as made, and payments for such shipments will
be made in accordance with the foregoing payment terms.

4.2      Late Payment

A service charge of 1 1/2% per month, not to exceed the maximum rate allowed by
law, will be made on any portion of Purchaser's outstanding balance which is not
paid within thirty (30) days after invoice date, which charge will be determined
and compounded on a daily basis from the due date until the date paid. Payment
of such service charge will not excuse or cure Purchaser's breach or default for
late payment. In addition, in the event that Purchaser fails to make any payment
to Seller within this thirty (30) day


<PAGE>

period, including but not limited to any payment with Seller, then Seller will
have no obligation to continue performance under any agreement with Purchaser.

4.3      Payment of Lesser Amount

If Purchaser pays, or Seller otherwise receives, a lesser amount than the full
amount provided for under this Agreement, such payment or receipt will not
constitute or be construed other than as on account of the earliest amount due
Seller. Seller may accept any check or payment in any amount without prejudice
to Seller's right to recover the balance of the amount due or pursue any other
right or remedy. No endorsement or statement on any check or payment will
constitute or be construed as an accord or satisfaction.

4.4      Where Upon Installation or Completion

In respect of amounts payable upon completion of installation, where such
completion is delayed for any reason for which Seller is not responsible, the
Products will be deemed installed within 30 days of delivery and, if no other
terms were agreed in writing by the parties, the balance of payments will be due
no later than thirty (30) days thereafter, regardless of the actual date of
completion of installation.

4.5      Failure of Purchaser to Pay

Upon Purchaser's failure to pay when due any amount required to be paid to
Seller under this Agreement the, at Seller's election: (a) the entire amount of
any indebtedness and obligation due Seller under this Agreement and interest
thereon will become immediately due and payable without notice, demand, or
period of grace; (b) Purchaser will put Seller in possession of the Products
upon demand; (c) Seller may enter any premises where the Products are located
and take possession of the Products without notice or demand and without legal
proceedings; or (d) at the request of Seller, Purchaser will assemble the
Products and make them available to Seller at a place designated by Seller which
is reasonable and convenient to all parties. Where this Agreement is referred to
an attorney for collection or realization then Seller will be entitled to
recover amounts including, without limitation, a reasonable sum for attorneys
fees, expenses of title search, all court costs and other reasonable legal
expenses and where any partial collection is made, Purchaser will pay any
deficiency remaining after collection of or realization by Seller on the
Products.

5.       EXPORT TERMS

5.1      Permits & Licenses

Purchaser will procure all necessary permits and licenses for shipment and
compliance with any governmental regulations concerning control of final
destination of Products.

5.2      Compliance With Regulations

Purchaser will not, directly or indirectly, violate any applicable law,
regulation or treaty, or any other international treaty or agreement relating to
the export or re-export of any Product or associated technical data, to which
the U.S. adheres or with which the U.S. complies. Purchaser will defend,
indemnify and hold Seller harmless from any claim, damage, liability or expense
(including but not limited to reasonable attorney fees) arising out of or in
connection with any violation of the preceding sentence. If Purchaser purchases
a Product at the domestic price and exports such Product, or transfers such
Product to a third party for export, outside of the U.S., Purchaser will pay to
Seller the difference between the domestic price and the international retail
price of such Product pursuant to the payment terms set forth herein. Purchaser
will deliver to Seller, upon Seller's request, written assurance regarding
compliance with this section in form and content reasonably acceptable to
Seller.

6.       DELIVERY, RISK OF LOSS

6.1      Delivery Date

Delivery and completion schedules are approximate only and are based on
conditions at the time of acceptance of Purchaser's order by Seller. Seller will
make every reasonable effort to meet delivery date(s) quoted or acknowledged,
but will not be liable for any failure to meet such date(s). Partial shipments
may be made.

6.2      Risk of Loss, Title

Unless otherwise agreed to in writing, delivery will be complete upon transfer
of possession to common carrier, F.O.B. point of origin, whereupon title to and
all risk of loss, damage to or destruction of the Products will pass to
Purchaser. All freight charges and other transportation, packing and insurance
costs, license fees, customer duties and other similar charges will be the sole
responsibility of the Purchaser unless otherwise agreed to in writing by the
Seller. In the event of any loss or damage to any of the Products during
shipment, Purchaser should make claim against the carrier.

7.       SECURITY AND INTEREST/FILING

Seller will have a purchase money security interest in the Products (and all
accessories and replacements thereto and all proceeds thereof) until payment in
full by Purchaser and satisfaction of all other obligations of Purchaser
hereunder. Purchaser authorizes Seller to file (and Purchaser will promptly
execute, if requested by Seller) and (ii) irrevocably appoints Seller its agent
and attomey-in-fact to execute in the name of Purchaser and file, with such
authorities and at such locations as Seller may deem appropriate, any financing
statements required by applicable regulation with respect to the Products and/or
this Agreement. Purchaser also agrees that an original or a photocopy of this
Agreement (including any addenda, attachments and amendments hereto) may be
filed by Seller as a Uniform Commercial Code financing statement in the U.S.
Purchaser further represents and covenants that (a) it will keep the Products in
good order and repair until the purchase price has been paid in full, (b) it
will promptly pay all taxes and assessments upon the Products or the use
thereof, (c) it will not attempt to transfer any interest in the Products until
the purchase price has been paid in full, and (d) it is solvent and financially
capable of paying the full purchase price for the Products.

8.       CHANGES, CANCELLATION, AND RETURN

8.1      Orders Final

Orders accepted by Seller are not subject to change except upon written
agreement. Orders accepted by Seller are non-cancelable.


<PAGE>

8.2      Design Updates

Seller will have the right to change the manufacture and/or design of its
Products if, in the judgment of Seller, such change does not alter the general
function of the Products.

9.       FORCE MAJEURE

Seller will make every effort to complete shipment, and installation where
indicated, but will not be liable for any loss or damage for delay in delivery,
inability to install or any other failure to perform due to causes beyond its
reasonable control including, but not limited to, acts of government or
compliance with any governmental rules or regulations, acts of God or the
public, war, civil commotion, blockades, embargos, calamities, floods, fires,
earthquakes, explosions, storms, strikes, lockouts, labor disputes, or
unavailability of labor, raw materials, power or supplies. Should such a delay
occur, Seller may reasonably extend delivery or production schedules or, at its
option, cancel the order in whole or part without liability other than to return
any unearned deposit or prepayment.

10.      WARRANTY

10.1     Seller warrants that the Products manufactured by Seller 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 12.6 hereof, which date will be confirmed in
writing by Seller. Seller makes no warranty for any Products made by persons
other than Seller, or its affiliates, and Purchaser's sole warranty therefore,
if any, is the original manufacturer's warranty, which Seller agrees to pass on
it Purchaser, as applicable.

10.2     No warranty extended by Seller will apply to any Products which have
been damaged by accident, misuse, abuse, negligence, improper application or
alteration or by a force majeure occurrence as described in Section 9 hereof or
by the Purchaser'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 Purchaser or
any third party or due to the attachment and/or use of non-Seller supplied
equipment without Seller's prior written approval; which failed due to causes
from the use of operating supplies or consumable parts not approved by Seller.
In addition and without limitation, no warranty extended by Seller will apply to
any failure to comply with Section 1.3 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. Seller's
obligation under this warranty is limited to the repair or replacement, at
Seller's option, of defective parts. Seller may effectuate such repair at
Purchaser's facility, and Purchaser will furnish Seller 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. Purchaser will pay seller its normal
charges for service and parts for any inspection, repair or replacement that is
not, in Seller's sole judgment, required by noncompliance with the warranty set
forth in Section 10.1. Seller's warranty does not apply to consumable materials,
except as specifically stated in writing, nor to products or parts thereof
supplied by Purchaser.

10.3     This warranty is made on condition that immediate written notice of any
noncompliance is given to Seller and Seller's inspection reveals that the
Purchaser'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).

10.4     Warranty service will be provided without charge during Seller's
regular working hours (8:30 - 5:00), Monday through Friday, except Seller's
recognized holidays. If Purchaser requires that service be performed other than
during these times, such service can be made available at an additional charge,
at Seller's then current rates. Seller may utilize sub-contractors for purposes
of carrying out warranty service.

SELLER 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.

11.      LIMITATION OF LIABILITY

11.1     In no event will Seller's liability hereunder exceed the actual loss or
damage sustained by Purchaser, up to the purchase price of the Products.

11.2     SELLER SHALL NOT BE LIABLE FOR ANY LOSS OF USE, REVENUE OR ANTICIPATED
PROFITS, LOSS OF STORED, TRANSMITTED OR RECORDED DATA, OR FOR ANY INCIDENTAL,
UNFORESEEN, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR THE SALE OR USE OF THE PRODUCTS. This
provision does not affect third party claims for personal injury arising as a
result of Seller's negligence or product defect. THE FOREGOING IS A SEPARATE,
ESSENTIAL TERM OF THIS AGREEMENT AND SHALL BE EFFECTIVE UPON THE FAILURE OF ANY
REMEDY, EXCLUSIVE OR NOT.

12.      INSTALLATION

12.1     General

Unless otherwise expressly stipulated in writing, the Products covered hereby
will be installed (where applicable) by and at the expense of Seller.

12.2     Installation bv Seller.

Subject to fulfillment of the obligations set forth in 12.4 below, Seller will
install the Products covered hereby and connect same to the requisite safety
switches and power lines to be installed by Purchaser. Except as otherwise
specified below, if such installation and connection are performed by Seller's
technical personnel, prices shown include the cost thereof, provided that the
installation


<PAGE>

and connection can be performed during normal business hours. Any overtime
charges or other special expenses will be additional charges to the prices show.

12.3     Trade Unions

If a trade union, or unions, prevents Seller from performing the above work, the
Purchaser will make all required arrangements with the trade union, or unions,
to permit Seller completion of said work. Moreover, any additional costs related
to such any such arrangements or labor disputes will be paid by the Purchaser
and Seller's obligations under such circumstances will be limited to providing
engineering supervision of installation and connection of Seller equipment to
existing wiring.

12.4     Purchaser's Obligations

Purchaser will, at its expense, provide all proper and necessary labor and
materials for plumbing service, carpentry work, conduit wiring, and other
preparations required for such installation and connection. All such labor and
materials will be completed and available at the time of delivery of the
Products by Seller. Additionally, the Purchaser will provide free access to the
premises of installation and, if necessary, safe and secure space thereon for
storage of Products and equipment prior to installation by Seller. If any
special work of any type must be performed in order to comply with requirements
of any governmental authority, including procurement of special certificates,
permits and approvals, the same will be performed or procured by Purchaser at
Purchaser's expense. Purchaser will provide a suitable environment for the
Products and will ensure, at its sole cost and expense, that its premises are
free of asbestos, hazardous conditions and any concealed dangerous conditions
and that all site requirements are met. Purchase is responsible for ensuring
compliance with local regulations relating to installation. Seller is not an
architect and all drawings furnished by Seller are not construction drawings.

12.5     Regulatory Reporting

Seller will only report activity performed by its authorized personnel and in
all other respects Purchaser will be responsible for fulfilling any and all
regulatory reporting requirements.

12.6     Completion of Installation

Installation will be complete upon the conclusion of final calibration and
checkout under Seller standard procedures to verify that the Products meet
applicable written performance specifications. Notwithstanding the foregoing,
first use of the Products by Purchaser, its agents or employees for any purpose
after delivery will constitute completion of installation.

13.      INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS

13.1     Infringement by Seller.

Seller warrants that the Products manufactured by Seller and sold hereunder do
not infringe any patent or copyright in the country of the installation site
identified in the Quotation. If Purchaser receives a claim that any such
Product, or parts thereof, infringe upon the rights of others under any U.S.
patent or copyright Purchaser will notify the Seller in writing. As to all
infringement claims relating to Products or parts manufactured by Seller or one
of its affiliates:

         (a) Purchaser will give Seller information, assistance and exclusive
authority to evaluate, defend and settle such claims; and

         (b) Seller will then, at its own expense, defend or settle such claims,
procure for the Purchaser the right to use the Products, or remove or modify
them to avoid infringement. If none of these alternatives is available on terms
reasonable to Seller, then Purchaser will return the Products to Seller and
Seller will refund to Purchaser the purchase price paid by the Purchaser less
reasonable depreciation for Purchaser's use of the Products.

13.2     Infringement bv Purchaser

If some or all of the Products sold hereunder are made by Seller pursuant to
drawings or specifications furnished by the Purchaser, or if the Purchaser
modifies or combines, operates or uses the Products other than as specified by
Seller or with any product, data, software, apparatus or program not provided or
approved by Seller, then the indemnity obligation of Seller under Section 13.1
will be null and void and should a claim be made that such Products infringe the
rights of any third party under patent, trademark or otherwise, then Purchaser
will indemnify and hold Seller harmless against any liability or expense,
including reasonable attorneys fees, incurred by Seller in connection therewith.

14.      DESIGNS AND TRADE SECRETS/LICENSE

14.1     Any drawings, data, designs, software programs or other technical or
confidential information supplied by Seller to Purchaser in connection with the
sale of the Products are not included in the sale of the Products to Purchaser,
will remain Seller's property and will at all times be held in confidence by
Purchaser. Such information will not be reproduced or disclosed to others
without Seller's prior written consent.

14.2     Purchaser acknowledges and agrees that any and all software
incorporated into the Niobe Magnetic Navigation System, or contained or
comprised in any Products or other accessories provided by Seller to Purchaser
for use with the Niobe Magnetic Navigation System remains the property of Seller
or where applicable, its licensor(s) and is licensed to Purchaser on a non
exclusive, non-transferable basis (for the license fees described in the
Quotation) not sold. This software is the confidential information of Seller and
Purchaser will not copy or modify this software, reverse engineer, decompile or
disassemble or use this software except in conjunction with the Niobe Magnetic
Navigation System at the installation site. Notwithstanding anything else
contained in this Agreement there is no warranty or condition of
non-infringement, quiet enjoyment or possession or title regarding such
software. Purchaser acknowledges that the software is of such complexity that it
may have inherent or latent defects and agrees that its sole remedy for any
defects during the warranty period is that Seller will correct documented
software errors. There are no licenses or rights in respect of software upgrades
or future software products implied or provided for by this Agreement

14.3     Purchaser agrees that it will not use the Products in a manner that
infringes any of Seller's patents.

15.      ENGINEERING CHANGES


<PAGE>

Seller makes no representation that engineering changes that may be announced in
the future will be suitable for use on, or in connection with, the Products.

16.      ASSIGNMENT

Neither party may assign any right or obligations under this Agreement without
the written consent of the other and any attempt to do so will be void, except
that Seller may assign this Agreement without consent to any subsidiary or
affiliated company or an acquirer of all or a substantial portion of the assets
of Seller. This Agreement will inure to and be binding upon the parties and
their respective successors, permitted assigns and legal representatives.

17.      DAMAGES, COSTS AND FEES

In the event that any dispute or difference is brought arising from or relating
to this Agreement or the breach, termination or validity thereof, the prevailing
party will NOT be entitled to recover from the other party any punitive damages.
The prevailing party will be entitled to recover from the other party all
reasonable attorneys fees incurred, together with other such expenses, costs and
disbursements as may be allowed by law.

18.      MODIFICATION

This Agreement may not be changed, modified or amended except in writing signed
by duly authorized representatives of the parties.

19.      GOVERNING LAW

This Agreement will be governed by the laws of the State of Delaware.

20.      INTEGRATION

These terms and conditions, including any attachments or other documents
incorporated by reference herein, constitute the entire agreement and the
complete and exclusive statement of agreement with respect to the subject matter
hereof, and supercedes any and all prior agreements, understandings and
communications between the parties with respect to the Products.

21.      SEVERABILITY; HEADINGS

No provision of this Agreement that may be deemed unenforceable will in any way
invalidate any other portion or provision of this Agreement. Section headings
are for convenience only and will have no substantive effect.

22.      WAIVER

No failure and no delay in exercising, on the part of any party, any right under
this Agreement will operate as a waiver thereof, nor will any single or partial
exercise of any right preclude the further exercise of any other right.

23.      NOTICES

Any notice or other communication under this Agreement will be deemed properly
given if given in writing and delivered in person or mailed, properly addressed
and stamped with the required postage, to the intended recipient at its address
specified on the face hereof. Either party may from time to time change such
address by giving the other party notice of such change in accordance with this
section.

24.      RIGHTS CUMULATIVE

The rights and remedies afforded to Seller under this Agreement are in addition
to, and do not in any way limit, any other rights or remedies afforded to Seller
by any other agreement, by law or otherwise.

25.      END USER CERTIFICATION

Purchaser represents, warrants and covenants that it is acquiring the Products
for its own end use and not for reselling, leasing or transferring to a third
party (except for lease back financing)

26.      TRANSFER OF PRODUCTS

Purchaser grants Seller a right of first refusal on substantially equivalent
terms with respect to any proposed sale of any Products to any third part


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