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SUPPLY AGREEMENT BETWEEN PHILIPS AND INTERMAGNETICS
CONFIDENTIAL                                     EXECUTION COPY - 30 MARCH, 2004




                             C O N F I D E N T I A L




                              AMENDED AND RESTATED
                            SUPPLY AGREEMENT BETWEEN

                     PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.
                                    (PHILIPS)


                                       AND


                       INTERMAGNETICS GENERAL CORPORATION
                                (INTERMAGNETICS)


                                    REGARDING



                                 ACTIVE SHIELDED
                           SUPERCONDUCTING MRI MAGNETS











Initials INTERMAGNETICS:                                       Initials PHILIPS:
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SUPPLY AGREEMENT BETWEEN PHILIPS AND INTERMAGNETICS
CONFIDENTIAL                                     EXECUTION COPY - 30 MARCH, 2004




         Content:                                                          Page:
         ----------------------------------------------------------------------
         1        Scope                                                      1
         2        Definitions                                                2
         3        Products                                                   2
         4        Change Control                                             3
         5        Prices                                                     3
         6        Purchase Orders                                            3
         7        Forecast and Ordering Procedures                           4
         8        Production                                                 4
         9        Delivery                                                   5
         10       Warranty                                                   6
         11       Service                                                    11
         12       Branding, Trademarks and Tradenames                        12
         13       Term and Termination                                       12
         14       Purchase Orders placed prior to termination effectivity    13
         15       Prevailing Agreement                                       13
         16       Surviving Terms                                            13
         18       List of Schedules                                          13
         19       Effectiveness                                              14

         Schedules
         A        Specifications for Products
         B        Branding instructions
         C        Price schedule
         D        Supply Chain Agreement
         E        Change request form
         F        Configuration management
         G        Service data and procedures
         H        Accounting data and procedures
         I        Forwarding instructions
         J        Customs instructions
         K        Amendments to this Supply Agreement




Initials INTERMAGNETICS:                                       Initials PHILIPS:
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SUPPLY AGREEMENT BETWEEN PHILIPS AND INTERMAGNETICS
CONFIDENTIAL

This SUPPLY AGREEMENT is

BETWEEN

PHILIPS MEDICAL SYSTEMS NEDERLAND B.V., of Best, The Netherlands (hereinafter
referred to as "PHILIPS") on the one part

and

INTERMAGNETICS GENERAL CORPORATION acting through its Magnet Business Group of
Latham, New York, the United States of America (hereinafter referred to as
"INTERMAGNETICS") on the other part.

WHEREAS:

o    PHILIPS and INTERMAGNETICS entered into an Umbrella Agreement dated 29
     April, 1999 setting forth the terms and conditions applicable to their
     relationship, which agreement was amended and restated with an effective
     date of 1 January 2003 (the "Umbrella Agreement"); and

o    under the Umbrella Agreement, the Parties may enter into Supply Agreements
     for the supply of certain magnet systems from INTERMAGNETICS to PHILIPS;
     and

o    the Parties now desire to amend and restate their Supply Agreement to cover
     the supply of existing and future products from INTERMAGNETICS to PHILIPS;


NOW IT IS HEREBY AGREED AS FOLLOWS:


1.       Scope

This Supply Agreement is an integral part of the Parties' UMBRELLA AGREEMENT, as
amended 1 January 2003. Except as expressly stated otherwise herein, all terms
and conditions of the Umbrella Agreement, including definitions, are
incorporated as if fully set forth in this Supply Agreement. This Supply
Agreement will encompass the supply of Products that meet Specifications
contained in Schedule A and, except as otherwise expressly set forth herein,
shall take effect on 1 January 2003 (the Effective Date).






Initials INTERMAGNETICS:                                       Initials PHILIPS:
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2.       Definitions

Accepted                Products A Product for which Philips has placed a
                        Purchase Order and that has successfully met the
                        requirements for acceptance as defined in Article 8.3
                        (or 8.4 if applicable).

Delivery                Delivery shall have the meaning contained in Article 9.2
                        and shall occur when Intermagnetics has made an Accepted
                        Product available for delivery on a call off date
                        specified by Philips in accordance with Schedule D.

Product(s)              In addition to the definition of Product in the Umbrella
                        Agreement, Product shall mean, in this Supply Agreement,
                        the products which are specified in Schedule A. Products
                        may be added or deleted to Schedule A by mutual
                        agreement of the Parties in writing.

Spare Parts             shall mean replaceable Parts of the Products
                        classified by INTERMAGNETICS as spare parts

Specifications          shall mean the requirements for the Products as set
                        forth in Schedule A.

Supply Agreement:       shall mean this document and all the Schedules that are
                        presently attached thereto and all Appendixes and
                        amendments that will be attached thereto provided they
                        are signed and/or initialed by the individuals
                        authorized to bind the Parties.

Tools                   shall mean components supplied by INTERMAGNETICS
                        specifically for the purpose of installation or service
                        of the Product(s)

3.       Product(s)

3.1.     INTERMAGNETICS shall only supply Product(s) which have successfully
         passed the agreed upon tests to ensure meeting the Specifications and
         which have been subject to the issuance by PHILIPS of a NORD.






Initials INTERMAGNETICS:                                       Initials PHILIPS:

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3.2.     INTERMAGNETICS shall be under no obligation to accept orders for any
         Product until a NORD has been issued for that type of Product. PHILIPS
         shall be under no obligation to accept deliveries until a NORD has been
         issued.


4.       Change Control

4.1.     INTERMAGNETICS shall inform PHILIPS in writing by means of the standard
         form for change request as laid out in Schedule E to this Supply
         Agreement of any and all changes affecting form, fit or function to the
         Product(s) and/or Spare Parts that result from its continuing
         engineering activities as they occur. Any changes proposed by
         INTERMAGNETICS such as change in design, material, manufacturing
         process and other aspects which affect form, fit or function and/or the
         Specifications will be subject to the prior written consent of PHILIPS.
         The objective of Parties is to conclude the authorization, cancellation
         or rejection of any change request within sixty (60) days from its
         initiation.

4.2.     In the event PHILIPS desires a change in the Product(s) and/or Spare
         Parts, or desires a change in the MRI System that could affect form,
         fit or function of the Product (s) and/or Spare Parts, the provision of
         Article 4.1 hereof shall apply mutatis mutandis.


5.       Prices

5.1.     INTERMAGNETICS shall supply the Product(s) and Spare Parts to PHILIPS
         at prices which are set forth in Schedule C to this Supply Agreement.

5.2.     The Parties shall negotiate multi-year fixed price agreements for each
         Product, unless otherwise agreed in writing. Fixed price agreements
         shall be renegotiated in the penultimate year of the applicable fixed
         price term, or sooner by agreement of the Parties as the market
         situation may require. Such negotiations shall include consideration of
         the expected total annual quantities upon which prices for the next
         fixed term period will be based and consideration of indices of major
         cost drivers common to all MRI magnet system manufacturers including,
         superconductor, cyrocoolers, helium, stainless steel, labor and cost of
         quality, competition factors and market trends for MRI Systems.

5.3.     The payment term is net forty five (45) days after date of invoice. A
         penalty of prime plus 2% per annum may be added from the due date on
         any payment received more than fifteen days after it is due.

6.       Purchase Orders

6.1.     Product(s) and/or Spare Part(s) shall be ordered by PHILIPS through the
         written or electronic release of a Purchase Order which shall be
         subject to and governed by this Supply Agreement.





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6.2.     Each Purchase Order shall at least specify the type of Product(s)
         and/or Spare Part(s), the quantity(ies), the price(s) and the requested
         delivery date(s).

6.3.     Purchase Order(s) may include additional terms relating to the
         purchase, shipment and other conditions if previously agreed upon
         between PHILIPS and INTERMAGNETICS.

6.4.     Purchase Order(s) so placed by PHILIPS shall be acknowledged by
         INTERMAGNETICS within five (5) working days after receipt provided that
         such Purchase Order(s) comply with the requirements of Schedule D.


7.       Forecast and Ordering Procedures

7.1      Parties have agreed to the forecast and order lead time provisions as
         specified in Schedule D to this Supply Agreement.


8.       Production, Acceptance of Product

8.1      Subject to the confidentiality provisions of the Umbrella Agreement
         between Parties, PHILIPS' technical, purchasing, quality, logistic and
         service experts are entitled to visit INTERMAGNETICS' factory in order
         to assess all relevant aspects of the progress of the manufacture of
         the Products, such as without limitation with respect to
         Specifications, quality, serviceability and delivery times, provided
         that in accordance with INTERMAGNETICS' confidentiality needs, PHILIPS'
         experts will not have access to certain, to be agreed upon in advance,
         aspects of the manufacturing process. PHILIPS' experts are entitled to
         make suggestions and proposals, but same shall be binding and valid on
         INTERMAGNETICS and PHILIPS only if confirmed in a document signed by
         authorized representatives of all relevant Parties.

8.2.     Each Product shall be tested by INTERMAGNETICS prior to acceptance by
         PHILIPS. Products may be ordered by PHILIPS to be delivered cold,
         filled with liquid cryogens ("Cold Products"), or warm, with no liquid
         cryogens ("Warm Products"). Test requirements and procedures for Cold
         Products and Warm Products have been defined in the Specifications and
         are designed to enable INTERMAGNETICS and PHILIPS to verify that the
         Products comply with the Specifications.

8.3.     Except for the acceptance of Products as required under Article 8.4 the
         following procedure for acceptance of Products applies:




Initials INTERMAGNETICS:                                       Initials PHILIPS:
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         Upon satisfactory completion of the relevant tests (the Product fully
         complies to the Specifications) INTERMAGNETICS' responsible quality
         officer shall transmit a confirmation of such to PHILIPS, which
         transmittal shall be deemed the acceptance by PHILIPS of the Product.

         If the test results reveal one or more reportable non-conformances a
         copy of the test results per Product authorized by INTERMAGNETICS'
         responsible quality officer shall be transmitted to PHILIPS with a
         request to authorize acceptance thereof. PHILIPS will react to this
         request within five (5) working days following receipt of the
         information. If PHILIPS does not respond within said five working days
         the Product shall be deemed to be accepted by PHILIPS and
         INTERMAGNETICS shall be entitled to make Delivery of the Product to
         PHILIPS. In case the Product appears not to comply with the
         Specifications PHILIPS shall be entitled to reject the Product in which
         case INTERMAGNETICS shall repair or replace the Product.

8.4.     For certain Products or major Product modifications as may be agreed
         from time to time in a side letter pursuant to article 4 of this Supply
         Agreement the following procedure for acceptance of Products applies:
         No later than seven (7) working days prior to the start of the test,
         INTERMAGNETICS shall inform PHILIPS thereof in writing and PHILIPS is
         entitled to be represented at these tests. Upon satisfactory completion
         of the tests a copy of the test results per Product authorized by
         INTERMAGNETICS' responsible quality officer shall be transmitted to
         PHILIPS with a request to authorize acceptance thereof. PHILIPS will
         react to this request within five (5) working days following receipt of
         the information. If PHILIPS does not respond within said five working
         days the Product shall be deemed to be accepted by PHILIPS and
         INTERMAGNETICS shall be entitled to invoice the Product to PHILIPS.
         Notwithstanding PHILIPS being so represented, Article 9.7 will remain
         applicable. In case the Product appears not to comply with the
         Specifications PHILIPS shall be entitled to reject the Product in which
         case INTERMAGNETICS shall repair or replace the Product.

8.5      INTERMAGNETICS shall archive the test results for 15 years, and provide
         to PHILIPS test results for Products when so requested. INTERMAGNETICS
         shall maintain a database with condensed Product acceptance and
         delivery information as specified in Schedule L to this Supply
         Agreement. At agreed regular intervals INTERMAGNETICS will transmit to
         PHILIPS updates of this database.


9.       Delivery

9.1.     Unless specifically otherwise agreed in writing the Product(s) and
         Spare Part(s) shall be delivered in accordance with the terms of the
         pertaining Purchase Order and this Article 9.






Initials INTERMAGNETICS:                                       Initials PHILIPS:
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9.2.     Product(s) and Spare Part(s) shall be delivered EXW LATHAM, NEW YORK,
         USA, as that term is defined in the Incoterms 2000, issued by the
         International Chamber of Commerce. Title and risk of loss shall
         transfer to Philips upon Delivery and Intermagnetics will be entitled
         to issue an invoice for the delivered Product.

9.3.     Products shall be delivered by INTERMAGNETICS upon call off by PHILIPS,
         as defined in Schedule D to this Agreement, and in a packing suitable
         for transport to the destination indicated by PHILIPS. For
         transportation by air, packing shall include specific materials or
         components such as breathing bellows or pressure relief valves supplied
         by PHILIPS. INTERMAGNETICS shall label each Product and packing with a
         PHILIPS' trademark in accordance with the instructions provided for by
         PHILIPS in Schedule B to this Supply Agreement.

9.4.     The Product(s) and Spare Part(s) shall be forwarded according the
         instructions of INTERMAGNETICS and PHILIPS as set forth in Schedule I
         to this Supply Agreement.


9.5.     PHILIPS can delay the Delivery of an Accepted Product from
         INTERMAGNETICS, but only to the extent expressly provided in Schedule
         D, or to the extent agreed in writing pursuant to Article 9.5 of this
         Supply Agreement. The invoice price and financial obligations of the
         Parties with respect to Products subject to this Article 9.5 are set
         forth in Schedule C to this Supply Agreement.


9.6.     The Parties may agree, from time to time, to the delivery of Products
         destined for international shipment to PHILIPS on consignment. Such
         consignment may be implemented only by mutual agreement of the Parties
         with the period and other specific terms of consignment to be
         negotiated on a case-by-case basis. This consignment inventory will
         remain IGC property but PHILIPS will be responsible for risk of loss
         during the consignment period when the Product is stored on PHILIPS
         property.

9.7.     Upon receipt, PHILIPS is entitled to retest (incoming inspection) at
         PHILIPS location the Product(s) and Spare Part(s) in accordance with
         the agreed upon tests, set forth in Schedule A to this Supply
         Agreement. In the event a Product does not comply with the agreed
         Specifications and acceptance test requirements, or subsequent
         change(s) agreed upon in accordance with Article 4 PHILIPS shall inform
         INTERMAGNETICS thereof in writing with an indication of the
         deficiencies as they appear to PHILIPS. Subject to the provisions of
         Article 10, INTERMAGNETICS shall, at its option, either repair or
         replace the non conforming Product(s) and Spare Part(s) within a
         reasonable time taking into account PHILIPS' interests but at the
         latest within 90 (ninety) days after PHILIPS' notice of
         non-conformance. All costs related to such repair or replacement shall
         be borne by INTERMAGNETICS unless caused by damage due to the
         performance of PHILIPS. Products subject to this Article that are
         agreed to be returned to INTERMAGNETICS via the RMA process will be
         either on a free of charge replacement delivery or on a credit basis.




Initials INTERMAGNETICS:                                       Initials PHILIPS:
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10.      Warranty

10.1.    To the extent provided in Article 10.3, INTERMAGNETICS warrants solely
         to PHILIPS the good quality of each Product and Spare Part sold by it
         to PHILIPS and that such Product and Spare Part complies with and
         performs in accordance with the Specifications - except non
         conformities accepted by PHILIPS in writing - and will be free from
         defects in materials or workmanship.

10.2     The Parties shall have the obligation to provide an open, timely (at
         least monthly) and complete exchange of all relevant data related to
         magnet quality and reliability of operation in the imaging environment.
         For Intermagnetics this will include magnet factory test data and
         analyses to indicate performance trends. For Philips this will include
         configuration, service data, performance and field failure data
         traceable to magnet installation data. The Parties will engage in
         individual and joint analyses and periodic reviews of the data to
         determine significant trends and corrective actions required, if any.

10.3.    During a period of eighteen (18) months from the date of delivery to
         PHILIPS, INTERMAGNETICS shall supply to PHILIPS, free of charge,
         replacements of such Part(s), sub-assemblies, or Products as have
         proved to have such defects as set out above or, at INTERMAGNETICS'
         option, repair such Parts, sub-assemblies, or Product(s) at
         INTERMAGNETICS' cost, or have them repaired at INTERMAGNETICS' order
         and expenses and after mutual agreement with PHILIPS through PHILIPS'
         service personnel at INTERMAGNETICS' cost, it being understood that all
         reasonable costs connected with the forwarding of such Parts,
         sub-assemblies and/or Product(s) to INTERMAGNETICS for replacement or
         repair and from INTERMAGNETICS of the new or repaired Parts,
         sub-assemblies and/or Products shall be for the account of
         INTERMAGNETICS. Replaced Products, sub-assemblies and Parts shall
         become the property of INTERMAGNETICS and shall on INTERMAGNETICS'
         request be returned to it at its cost. With respect to electronic
         components, the warranty period shall be twelve (12) months from the
         date of delivery to PHILIPS. With respect to Spare Part(s), the
         warranty period shall be one hundred eighty (180) days from the date of
         delivery to PHILIPS, which may be reduced for certain parts if the
         shelf life, useful life or design life is demonstrated by
         INTERMAGNETICS based upon objective criteria to be less than such one
         hundred eighty (180) day period.

10.3.1.  For any Product delivered on or after 1 July, 2003, the warranty shall
         also cover certain direct helium replacement costs, but only to the
         extent expressly provided below:




Initials INTERMAGNETICS:                                       Initials PHILIPS:
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                  10.3.1.1 Persistent Mode Quenches: INTERMAGNETICS will be
                  liable for Direct Cryogen Costs associated with quenches from
                  persistent mode operation, not caused by external influence
                  including but not limited to those defined in article 10.3.1.2
                  , in excess of 0.8 % per month for F2K 1.5T or 2.5% per month
                  for Titan 3.0T, of new installed Products in any rolling 12
                  month period provided, however, that a quench from persistent
                  mode operation within twenty four (24) hours of a service
                  action shall be deemed a "Service Related Quench" not subject
                  to this Article 10.3.1.1. Such events shall be reported to
                  INTERMAGNETICS within five (5) business day after PHILIPS is
                  notified of the event by its end customer, as a condition for
                  any claim on recovery of Direct Cryogen Costs. For purposes of
                  this Agreement, "Direct Cryogen Costs" shall be based on a
                  typical cryogen replenishment volume for a quench on the
                  particular Magnet System, and on the actual price for helium
                  where the quench occurs or $8.00 per liter whichever is less.
                  Settlement of compensation for cryogen costs shall occur in
                  June and December of each calendar year taking into account
                  the rolling 12 month average. Credits, if any, from a prior
                  settlement period will be applied to the current settlement
                  period. The Parties will review the target quench rates
                  annually with a view to continuous improvement and resetting
                  by agreement of the Parties. For Titan 3T the eventual target
                  rate is to be equal to the target rate of 0.8% per month for
                  F2K 1.5T. Based on field information and implementation of
                  improvement activities Parties will agree an adjustment of the
                  mentioned rate towards the target.

                  10.3.1.2 Limitation on Scope of Quench Liability. In no case
                  shall INTERMAGNETICS be liable for cryogen losses associated
                  with failures which are caused by any site-related problems,
                  non-validated system interactions, incorrect operation,
                  operation by unauthorized personnel of PHILIPS or its
                  customers, or other situations outside INTERMAGNETICS'
                  control.

                  10.3.1.3. Subject to the change control provisions of this
                  Supply Agreement, the Parties will cooperate to reduce the
                  sensitivity of the magnet to system interactions and service
                  actions by increasing noise immunity and operating margins and
                  improving validation procedures for changes including system
                  upgrades and service procedures.

         10.3.2.  For any Product delivered on or after 1 July, 2003,
                  INTERMAGNETICS shall cover PHILIPS' direct costs associated
                  with having to re-shim a magnet to PHILIPS' applicable
                  specifications within the warranty period set forth in 10.3
                  and10.4, when it is determined by mutual agreement of PHILIPS
                  and INTERMAGNETICS that a magnet quench, or other magnet root
                  cause, has resulted in a change in homogeneity to the extent
                  that it affects clinical imaging as measured by end customer
                  complaint. This warranty specifically excludes changes in
                  homogeneity caused by changes in the environment

         10.3.3   If first ramp quenches without obvious cause occur in more
                  than five percent (5%) of the new installed Products in any
                  rolling 12 month period, then INTERMAGNETICS and PHILIPS agree
                  to cooperate on root cause analysis, corrective actions and
                  mitigations.




Initials INTERMAGNETICS:                                       Initials PHILIPS:
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10.4.    INTERMAGNETICS further guarantees to PHILIPS the vacuum integrity and
         the windings of the superconductive magnet for a period of five (5)
         years from the date of delivery of each Product. This extended
         guarantee for the windings is limited to the cost of replacement of
         superconductive wire. INTERMAGNETICS shall as required under this
         warranty also at its cost provide all cryogens and bear the cost of
         reinstallation of the Product. Necessary reinstallation time in excess
         of two (2) working days will be at PHILIPS costs provided such excess
         is not attributable to INTERMAGNETICS.

10.5.    For Products delivered prior to 1 July, 2003, as used in Article 10.4,
         reinstallation is defined as follows:

         -  inspection of PHILIPS' placement of the Product including
            electronics rack at the installation site and interconnection of the
            electronics rack to building power outlet provided by PHILIPS;
         -  inspection of PHILIPS' interconnection of the electronics rack to
            the Product;
         -  ramping the Product to PHILIPS' customer's specified field.

10.6.    For Products delivered prior to 1 July, 2003, INTERMAGNETICS shall
         provide at its costs all equipment necessary for measurement of
         magnetic field (excluding shimming) during re-installation and testing.
         INTERMAGNETICS will have no responsibility for rigging and drayage. In
         the event the Product is specified by PHILIPS to be shipped warm,
         PHILIPS agrees to provide or pay for additional cryogenic materials
         used and other support necessary during the reinstallation, likewise
         for the cooldown of the magnet which takes place immediately prior to
         completion of the installation.


10.7.    For any Product delivered on or after 1 July, 2003, INTERMAGNETICS'
         liability for direct costs of magnet replacement shall be negotiated in
         good faith based on actual costs incurred by PHILIPS directly resulting
         from a magnet failure that is covered by a warranty claim.
         INTERMAGNETICS will reimburse PHILIPS for approximately fifty percent
         (50%) of any required site construction and de-installation costs, but
         reimbursement is not to exceed the original purchase price of the
         magnet system involved in the warranty claim. If PHILIPS decides to
         replace a Product that INTERMAGNETICS is able to otherwise repair on
         site, INTERMAGNETICS' liability shall be limited to the cost of repair.


10.8.    This Product warranty, and INTERMAGNETICS liability herein, is subject
         to:

         -  PHILIPS promptly notifying INTERMAGNETICS in writing of the failure
            as it appears to PHILIPS, making available within a reasonable
            interval a written report of the defect or failure including
            description of the circumstances where under the defect or failure
            appeared, (to the extent PHILIPS is capable of providing such
            information), responding to INTERMAGNETICS' questions regarding the
            report, the direct costs that are expected to be incurred with
            respect to the failure and provide access to the Product.
            INTERMAGNETICS must be given a reasonable opportunity to consult
            with PHILIPS regarding the repair or replacement and an opportunity
            to mitigate warranty costs.




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10.9.    THE FOREGOING WARRANTIES AND THOSE IN ARTICLES 10.9 AND 10.10 ARE IN
         LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF
         MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Such warranties
         shall not apply in the following circumstances: (a) PHILIPS' customer
         has not maintained and operated the Product in accordance with
         INTERMAGNETICS' manuals (b) the Product is improperly stored, (c) the
         Product is misused or abused, (d) Product is modified or repaired by a
         party other than INTERMAGNETICS or INTERMAGNETICS' authorized
         representative, (e) the failure is caused by transportation after title
         passes to PHILIPS (f) if the Product is a mobile magnet, the Product is
         relocated from one mobile trailer to another mobile trailer after its
         original installation without approval by INTERMAGNETICS, or the
         vehicle in which the magnet subsystem is housed (van) is transported or
         driven to exceed INTERMAGNETICS' vehicle stress loading specifications,
         (g) the site of the Product is modified in such a manner as to render
         it no longer suitable for operating the Product or (h) the Product is
         removed from its original site unless approved by INTERMAGNETICS,
         provided always that INTERMAGNETICS can reasonably provide evidence
         that the malfunctioning or damage is caused by non observance of any of
         the provisions under a-h, and would otherwise not have occurred. In the
         event that INTERMAGNETICS repairs a Product which is not covered by
         warranty due to operation of this Article 10.9, INTERMAGNETICS may at
         its discretion, offer a warranty on the Product so repaired.

         INTERMAGNETICS makes no warranties, express or implied, with respect to
         any manuals or documentation supplied under this Supply Agreement.
         INTERMAGNETICS undertakes to have qualified personnel on the site to
         investigate and if reasonably possible solve in-warranty defects or
         failures as soon as possible but at the latest within 2 (two) working
         days after receipt of PHILIPS' written request for U.S. and
         West-European installations and within two working days plus traveling
         time and time to obtain visas for all other installations.

         THE ABOVE UNDERTAKINGS AND THOSE SET FORTH IN ARTICLES 10.10 AND 10.11
         STATE INTERMAGNETICS' ENTIRE LIABILITY WITH RESPECT TO WARRANTY DEFECTS
         OR FAILURES, AND INTERMAGNETICS SHALL NOT BE LIABLE FOR ANY SPECIAL OR
         CONSEQUENTIAL DAMAGES IN CONNECTION THEREWITH.





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10.10.   Under this warranty INTERMAGNETICS warrants to PHILIPS that Products
         and Spare Parts shall be free of epidemic faults (class failures).
         Epidemic faults are for the purpose of this Supply Agreement defined as
         defects which are the same or have the same origin with a class failure
         quantity of at least five (5) in ten (10) consecutively delivered
         Products within a maximum period of three years from the delivery date
         of the last of the ten (10) consecutively delivered Products. In case
         of such epidemic faults, INTERMAGNETICS, after the initial warranty
         period in accordance with Article 10.3, warrants solely that the
         Products or relevant Parts not yet delivered will be upgraded, and for
         all Products and Parts already delivered upgraded components or
         Products and Parts will be available from INTERMAGNETICS free of charge
         and PHILIPS will be responsible for the building in and building out of
         said components, as far as reasonably may be expected. In the event
         INTERMAGNETICS will execute these activities on PHILIPS' behalf, this
         will be done at cost-price. In case said faults compromise the
         certification of the Product to safety standards in effect at the time
         the Product was delivered or in case said faults endanger persons,
         INTERMAGNETICS shall be responsible for the building in and building
         out of said components as well.

10.11.   INTERMAGNETICS warrants for a three (3) month period, or balance of the
         original Product warranty period which ever is the longest, starting
         from the date of repair or replacement that the Part after repair or
         replacement will meet all the applicable agreed Specifications.

         10.11.1 Repair of Defective Magnets
               For magnets replaced under Article 10 of this Agreement on or
               after 1 July, 2003, the repair policy shall be:

              10.11.1.1 Magnet still in INTERMAGNETICS' Current Production
                           If a magnet of which version is still in production,
                           has to be replaced, the failed magnet will be
                           re-manufactured by INTERMAGNETICS for subsequent use
                           in the INTERMAGNETICS' warranty supply or current
                           production. Any magnet re-manufactured by
                           INTERMAGNETICS within this Section will be of current
                           configuration, considered new Product, be assigned a
                           current serial number and supplied to PHILIPS with
                           full new Product warranty coverage.

              10.11.1.2    Magnet not in INTERMAGNETICS' Current Production but
                           still under warranty If a magnet not in current
                           production has to be replaced, the replacement magnet
                           will be provided with a warranty of six (6) months
                           from installation at Installation Site or twelve (12)
                           months from shipment, whichever is less. PHILIPS has
                           the right to refuse a repair option of a failed
                           magnet under this paragraph if INTERMAGNETICS has no
                           magnet available for timely replacement. If this is
                           the case, INTERMAGNETICS will give PHILIPS full
                           credit for the failed magnet.





Initials INTERMAGNETICS:                                       Initials PHILIPS:
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10.12    Accuracy of Information.
         PHILIPS shall indemnify INTERMAGNETICS against direct cost including
         lost time, travel and living expenses if information provided by
         PHILIPS is substantially incorrect.


11.      Service

11.1.    INTERMAGNETICS undertakes that it will have available Spare Part(s),
         make the same available to PHILIPS at PHILIPS' request at prices as set
         forth in Schedule C (to be reviewed annually) to this Supply Agreement
         and will continue to enhance software, if applicable, for the Products
         during a period of ten (10) years after the last dispatch of Products
         by INTERMAGNETICS.

11.2.    INTERMAGNETICS may, at its discretion, substitute functionally
         equivalent Spare Parts, subject to informing PHILIPS previously in
         writing and making available free of charge a number of such equivalent
         Spare Parts for PHILIPS to test and provided PHILIPS approves these
         Spare Parts in writing. After completion of such tests, PHILIPS will
         either purchase or return such Spare Parts to INTERMAGNETICS.

11.3.    Together with each Product, INTERMAGNETICS will supply to PHILIPS one
         copy of the necessary updated operating and technical/maintenance
         manual, both for hardware and software in the English language and will
         forward same separately to PHILIPS' attention to the address PHILIPS
         will specify per case.

11.4.    Other Service aspects are as set forth in Schedule G to this Supply
         Agreement.


12.      Branding Trademarks and Trade Names

12.1.    The Products and packing supplied under this Supply Agreement will be
         branded with PHILIPS' and INTERMAGNETICS' trademarks and trade names in
         accordance with each Party's instructions as set forth in Schedule B to
         this Supply Agreement. INTERMAGNETICS recognizes PHILIPS' rights in and
         to PHILIPS' trademarks and trade names. In this respect it is
         understood that PHILIPS may require a separate letter of acknowledgment
         from INTERMAGNETICS of PHILIPS' rights in and to the said trademarks
         and trade names.

12.2.    The arrangements of Article 12.1 are not to be understood as a
         restriction of INTERMAGNETICS' rights and title in the design and
         programming applied in the Products, pursuant to the Umbrella
         Agreement.

13.      Term and Termination

13.1     Term of Supply Agreement
         The Term as defined in the Umbrella Agreement applies to this Supply
Agreement.



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13.2     Termination by mutual agreement
         The Parties may, by mutual agreement, decide to discontinue the supply
         of certain Products supplied under this Supply Agreement with a minimum
         of twelve (12) months advance written notice.

13.3     Termination for breach
         The provision for termination for breach from the Umbrella Agreement
         shall apply as if fully set forth herein, provided, however, that as an
         additional remedy for breach, the non-breaching Party may terminate the
         supply of a particular Product or Product(s) under this Supply
         Agreement (rather than the entire Supply Agreement) by notice in
         writing.


14. Purchase Orders placed prior to termination effectivity

         In the event of termination of a particular Product pursuant to Article
         13.2 of this Supply Agreement, PHILIPS shall be entitled until the
         actual date the supply of the affected Product(s) terminates, to place
         Purchase Orders for the affected Product(s) in accordance with the
         terms and conditions of this Supply Agreement and INTERMAGNETICS agrees
         to honor such Purchase Orders, provided always that the delivery times
         for such Purchase Orders do not exceed the prevailing lead time and
         comply with Article 6 and Schedule D.

         After the notice of termination coming into effect, PHILIPS shall not
         be entitled to change, modify or cancel any Purchase order placed by it
         for any reason other than INTERMAGNETICS' inability to honor such
         Purchase Order nor to place any additional Purchase Orders.


15.      Prevailing Agreement
         If there is any conflict between any provision of this Supply Agreement
         with any provision of a Schedule to this Supply Agreement or a Purchase
         Order the provisions of this Agreement shall prevail.


16.      Surviving Terms
         In the event of termination of this Supply Agreement, the provisions of
         Articles 10, 11 and 15 shall survive.


17.      INTERMAGNETICS will assess and enhance its supply chain security
         process in such a way that it will adhere to the Customs Trade
         Partnerships Against Terrorism (C-TPAT) security recommendations of the
         US Customs.




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18.      List of Schedules to this Supply Agreement

         A        Specifications for Products
         B        Branding instructions
         C        Prices
         D        Supply Chain Agreement
         E        Change request form
         F        Configuration management
         G        Service data and procedures
         H        Accounting data and procedures
         I        Forwarding instructions
         J        Customs instructions
         K        Amendments to this Supply Agreement


19.      Effectiveness

         This Supply Agreement becomes binding when signed by duly authorized
         officers of each party and will come into effect on 1 January 2003.


IN WITNESS WHEREOF the Parties have caused this Supply Agreement to be signed by
their duly appointed representatives.

INTERMAGNETICS GENERAL CORPORATION        PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.


By:  /s/ Glenn H. Epstein                  By:    /s/ J. Tiemann
     -------------------------------              -----------------
     Glenn H. Epstein                             Mr J. Tiemann
     Chairman and                                 CEO of Business Group DIS
     Chief Executive Officer

Date:5 April 2004                          Date:  27 April 2004
     ------------                                 -------------


By:  /s/ Leo Blecher                       By:    /s/ Dr. A.H. van Ommen
     --------------------------------             ------------------------
     Leo Blecher                                  Dr A.H. van Ommen
     President                                    Senior VP
     MRI Sector                                   BU Magnetic Resonance




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By:  /s/ Garry Morrow                      By:    /s/ Cees Sluys
     -------------------------------              ------------------
     Garry Morrow                                 Cees Sluys
     Director of Marketing                        Purchasing Manager
     MRI Sector                                   PMG Magnetic Resonance










Initials INTERMAGNETICS:                                       Initials PHILIPS:
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UMBRELLA AGREEMENT between PHILIPS and INTERMAGNETICS
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                                     AMENDED
                           UMBRELLA AGREEMENT BETWEEN

                     PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.


                                       AND


                       INTERMAGNETICS GENERAL CORPORATION



                                    REGARDING


                         SUPERCONDUCTING MAGNET SYSTEMS














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 Content:                                                             Page:

 1        Scope                                                         2
 2        Definitions                                                   2
 3        Quality System                                                5
 4        Environmental                                                 5
 5        Strategic Consultation                                        8
 6        Exclusivity and Exclusive Source of Supply                   10
 7        (reserved)                                                   12
 8        Development Project Agreements                               12
 9        Continuity of Supply                                         13
 10       Intellectual Property Rights                                 14
 11       IPR Licenses                                                 17
 12       Ownership of Information and licenses                        18
 13       Confidentiality                                              19
 14       Product Liability                                            20
 15       Patent Indemnity                                             22
 16       Duration and Termination                                     23
 17       Surviving Terms                                              24
 18       Force Majeure                                                25
 19       Miscellaneous                                                25

 Schedules

 A        Environmental
 B        Products not subject to exclusivity
 C        Contingency plans
 D        Prototype(s)
 E        Applicable regulatory codes
 F        Amendments





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 Underlying Agreements

 Development Project Agreement
 Supply Agreement


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UMBRELLA AGREEMENT between PHILIPS and INTERMAGNETICS
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This Amended and Restated Agreement first made the 29th day of April, 1999, is
amended and restated this 1st day of January, 2003 (hereinafter the Effective
Date) by and between:


PHILIPS MEDICAL SYSTEMS NEDERLAND B.V., of Best, The Netherlands ("PHILIPS") on
the one part

and

INTERMAGNETICS GENERAL CORPORATION, through its MAGNET BUSINESS GROUP of Latham,
New York, the United States of America ("INTERMAGNETICS") on the other part


WHEREAS:
o    PHILIPS is engaged amongst others, in the development, design, engineering,
     manufacture and marketing of magnetic resonance imaging systems (MRI
     systems); and
o    INTERMAGNETICS is engaged, amongst others, in the development, design,
     engineering, manufacture and marketing of magnet systems (Magnet systems)
     and certain components for use in MRI systems; and
o    INTERMAGNETICS manufactures and supplies certain actively shielded
     superconducting Magnet systems and associated components to PHILIPS under
     the terms and conditions of a Supply Agreement dated 29 April 1999, as
     amended; and
o    Parties have restated and revised this Agreement in order to strengthen and
     expand their current relationship into a multi-year strategic relationship
     to obtain a competitive position in development, design, engineering,
     manufacture, supply and after sales service of Magnet systems for
     incorporation into MRI systems; and
o    PHILIPS appoints INTERMAGNETICS as its exclusive supplier for
     superconducting Magnet systems under certain terms and conditions; and
o    INTERMAGNETICS shall on an exclusive basis develop, design, engineer,
     manufacture and supply certain superconducting Magnet systems to PHILIPS
     under certain terms and conditions;

NOW, THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS:





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                                    ARTICLE 1
                                      SCOPE

This Agreement sets forth the principles for a mutually beneficial relationship
governing Agreements between Parties regarding Magnet Systems.


                                    ARTICLE 2
                                   DEFINITIONS

The below mentioned terms shall have the following meaning in this Agreement:

Agreement                   shall mean this document and all underlying
                            agreements, the Schedules and amendments thereto.

Associated                  Companies shall mean any and all companies, firms
                            and persons with respect to which now or hereafter
                            Koninklijke Philips Electronics N.V., PHILIPS or
                            INTERMAGNETICS respectively (i) directly or
                            indirectly holds 50% or more of the nominal value of
                            the issued share capital, (ii) has 50% or more of
                            the voting power at general meetings, (iii) has the
                            power to appoint a majority of the directors or (iv)
                            otherwise directs the activities of such company,
                            firm or person but any such company, firm or person
                            shall be deemed an Associated Company only as long
                            as such control exists.

Background Information      shall mean such Information (other than Foreground
                            Information) which at the date hereof is or during
                            the continuance of the activities set out in this
                            Agreement comes into the ownership or control of a
                            Party and which such Party is free to disclose
                            without the consent of or need to account to any
                            third party.

Background Intellectual     shall mean such Intellectual Property (not being
 Property Rights            Foreground Intellectual Property Rights) which at
 (Background IPRs)          the date hereof are or during the continuance of the
                            activities set out in this Agreement come into the
                            ownership or control of a Party and which such Party
                            is free to disclose without the consent of or need
                            to account to any third party.

Contract Manager            shall have the meaning set forth in Article 5.7.

Development Funding         shall mean direct material, material overhead,
                            direct labor, labor overhead and General and
                            Administrative Expenses (G&AE) without profit.





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Development Project         shall mean an agreement to govern the development of
  Agreement                 new Products as agreed from time to time by the
                            Parties.

First Articles              shall mean an initial delivery of a Product intended
                            to be used for type approval tests for compliance
                            with the Specifications, leading to NORD of the
                            Product.

Foreground Information      shall mean such Information (other than Background
                            Information) as is generated solely by either Party
                            or both Parties hereto from the activities set out
                            in this Agreement.

Foreground Intellectual     shall mean such Intellectual Property as is
  Property Rights           generated solely by either Party or both Parties
  (Foreground IPRs)         hereto from the activities set out in this
                            Agreement.

IGC-MBG                     shall mean the Magnet Business Group of
                            Intermagnetics General Corporation.

Information                 shall mean valuable technical information, software,
                            industrial secrets, trade secrets, descriptions of
                            manufacturing processes, technical information
                            inherent in Prototypes or First Articles, know-how,
                            product specifications, or other proprietary
                            information used by either Party in carrying on its
                            business, which are not considered IPRs as defined
                            above.

Intellectual Property (IPR) shall mean inventions, whether patented or not
                            including the conception or reduction to practice
                            of an invention, patents, petty patents, utility
                            models, design patents, (both registered and
                            unregistered), copyrights, industrial designs, trade
                            secrets and any other form of intellectual property
                            right protection afforded by law to inventions,
                            designs or technical information, and applications
                            therefor.

INTERMAGNETICS              shall mean Intermagnetics General Corporation and,
                            for purposes of Articles 5, 6, 10, 11 and 12 its
                            Associated Companies.

Magnet System               shall mean magnet windings, cryostat, cryogenic
                            refrigerator and electronic monitor for MRI systems
                            and other elements that may be added as the scope of
                            supply expands by agreement of the parties.

Milestone(s)                shall mean one or more achievements of the
                            development works to be performed by INTERMAGNETICS
                            or PHILIPS under a Development Project Agreement.

MRI system                  shall mean a magnetic resonance imaging system for
                            medical imaging including components such as
                            gradient, radio frequency, spectrometer, processing,
                            physiology, patient handling and user interface
                            sub-systems, but for purposes of this Agreement,
                            shall not include Magnet systems.




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Notification Of Release     shall mean the document issued by PHILIPS after
 For Delivery (NORD)        approval of the results of a quality assurance plan
                            under a Development Project Agreement.

Party(ies)                  shall mean PHILIPS and/or INTERMAGNETICS and, for
                            purposes of Articles 5, 6, 10, 11 and 12
                            INTERMAGNETICS' Associated Companies.

PHILIPS                     shall mean Philips Medical Systems Nederland B.V.
                            and its Associated Companies.

Product(s)                  shall mean those Magnet Systems PHILIPS shall have
                            developed and/or purchase from time to time from
                            INTERMAGNETICS pursuant to the terms of, and as more
                            fully described in Development Project Agreement(s)
                            and Supply Agreement(s).

Program Schedule            shall mean the time schedule for the Development
                            Project Agreement including the Milestones set forth
                            therein.

Program Manager             shall have the meaning set forth in Article 8.3.

Prototype(s)                shall mean the development versions of Products
                            developed under a Development Project Agreement.

Purchase Order              Shall mean a written or electronic purchase order
                            issued to INTERMAGNETICS by PHILIPS.

Quality Assurance Plan      shall mean a plan to be appended to each Development
                            Project Agreement that describes the procedures
                            agreed to by the Parties to assure that the
                            developed Product meets all requirements.

Spare Part(s)               shall mean replaceable part(s) of the Products
                            classified by the Parties in Development Project
                            Agreements or Supply Agreements as field replaceable
                            units (FRU).

Specifications              shall mean the requirements for a Product in
                            Development Project Agreement(s) or Supply
                            Agreement(s).

Substantially Similar       shall be defined in a Schedule to each Development
Product(s)                  Project Agreement and subsequent Supply Agreement,
                            for defining the scope of any exclusivity.

Supply Agreement            shall mean an agreement to govern all aspects of
                            supply, warranty and service of Products and Spare
                            Parts.




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Term                        shall mean the duration of this Agreement as set
                            forth in Article 16.1.


                                    ARTICLE 3
                                 QUALITY SYSTEM

3.1      INTERMAGNETICS shall establish, document and maintain an effective
         quality system to ensure and demonstrate that all processes, in
         particular the development, design, engineering and manufacture of
         Products, are in conformance with the specified requirements and
         standards contained in the Specifications.

3.2      INTERMAGNETICS will use its best efforts to ensure that its quality
         system will continue to meet the requirements of ISO 9001.

3.3      INTERMAGNETICS shall verify by means of planned and periodic audits,
         conformance to the requirements and standards of the quality system.
         The results of these audits will be documented and will be available
         for review by PHILIPS upon request.

3.4      INTERMAGNETICS agrees that audits with respect to the quality system
         may be performed at INTERMAGNETICS' facilities by certain qualified
         employees of PHILIPS, governmental bodies and official test houses to
         the extent necessary for compliance to the requirements and standards.


                                    ARTICLE 4
                                  ENVIRONMENTAL

4.1      INTERMAGNETICS represents and warrants that on the Effective Date, the
         Products, Service Parts and packaging, do not contain banned substances
         as specified in the PHILIPS list of banned substances set forth in
         Schedule A, except for substances for which dispensation has been
         requested by INTERMAGNETICS on the form of Part C of Schedule A to this
         Agreement, and are in compliance with additional legislation, as
         mentioned in Part B of Schedule A to this Agreement.
         For future deliveries, INTERMAGNETICS is responsible for the
         implementation of effective controls to assure continuous compliance
         with the above requirements.
         In case INTERMAGNETICS cannot meet above requirements, PHILIPS'
         approval is required prior to delivery, using the "Request for
         Dispensation", Part C of Schedule A to this Agreement.

4.2      INTERMAGNETICS represents that on the Effective Date the Products,
         Service Parts and packaging, are not manufactured with the ozone
         depleting substances as specified in 40 CFR Part 82.
         If INTERMAGNETICS cannot meet above requirements, PHILIPS' approval is
         required prior to delivery, using the "Request for Dispensation", Part
         C of Schedule A to this Agreement.
         INTERMAGNETICS must label such Products in compliance with PHILIPS'
         written instructions.





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4.3      INTERMAGNETICS will inform PHILIPS, from the Effective Date onwards, of
         the presence of relevant substances in the Products, Service Parts and
         packaging, as specified in PHILIPS list of relevant substances (Part D
         of Schedule A to this Agreement).INTERMAGNETICS is responsible for the
         implementation of effective controls on the use of these substances.
         INTERMAGNETICS will inform PHILIPS on the use of these relevant
         substances, using the "Declaration of Relevant Substances", Part D of
         Schedule A to this Agreement.

4.4      INTERMAGNETICS will actively search for possibilities to replace banned
         and relevant substances, including those for which a waiver has been
         granted, which substances are specified in the PHILIPS list of banned
         and relevant substances, Part B and Part D of Schedule A to this
         Agreement.

4.5      INTERMAGNETICS shall comply with all applicable environmental E.U.,
         U.S. Federal or International environmental laws, rules, regulations,
         ordinances, covenants, standards and the like, and PHILIPS'
         implementation thereof (collectively "Environmental Regulations")
         concerning the Products, Service Parts and packaging as well as all
         applicable US Federal and State environmental laws for plant
         operations, enabling PHILIPS to distribute on a world-wide basis
         Products, Service Parts and packaging as of the Effective Date.
         Environmental Regulations can also include issues such as labeling
         (e.g. in connection with the US Clean Air Act or US Department of
         Transportation regulations), information requirements, and take-back
         regulations relating to Products, Service Parts and packaging.

4.6      INTERMAGNETICS' obligation to take back Products, Spare Parts and
         packaging as a result of one or more Environmental Regulations shall be
         limited to those cases in which the reason for such return is based
         solely on the failure of INTERMAGNETICS' Products, Spare Parts and
         packaging to meet the requirements of such Environmental Regulation(s)
         in effect at the time they were delivered, unless agreed otherwise.

4.7      In the event any new Environmental Regulation will be promulgated after
         the Effective Date of this Agreement, the Parties will negotiate to
         establish within a reasonable period of time equitable terms to prevent
         or remedy any non-compliance by INTERMAGNETICS of this Article 4 as a
         consequence of such promulgation to include such new Environmental
         Regulation in the obligations of INTERMAGNETICS under this Article 4.

4.8      INTERMAGNETICS will use its best efforts to ensure that Products,
         Service Parts and packaging are designed and manufactured in such a way
         that these can be recycled or recovered at the end of their life cycle
         without special precautions and that no hazardous residues will remain.

4.9      INTERMAGNETICS shall provide PHILIPS with the following information:
         (a)      prior to acceptance of the Products, Service Parts and
                  packaging, all Material Safety Data Sheets, in accordance with
                  the ISO 11014-1 Standard or 91/155/EC Directive for
                  components, materials and substances which during all phases
                  of the Product life-cycle, except relating to the
                  manufacturing as such, may be hazardous for human health;




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         (b)      upon request, and at PHILIPS' expense, all necessary
                  information for disassembling and recycling of the Products,
                  Service Parts and packaging;
         (c)      an "Environmental Declaration for Products", Part A of
                  Schedule A to this Agreement, to confirm that the delivered
                  Products comply with all Environmental Requirements set forth
                  in this Agreement;
         (d)      prior to first delivery of a Product, a "Request for
                  Dispensation", Part C of Schedule A to this Agreement, if the
                  Product is not in compliance with Part B of Schedule A to this
                  Agreement;
         (e)      prior to first delivery of a Product a "Declaration of
                  Relevant Substances", Part D of Schedule A to this Agreement,
                  if one of the substances as specified in Part D is present in
                  the Product;
         (f)      prior to acceptance of the Product, all labeling information
                  as required by the Environmental Regulations.

4.10     INTERMAGNETICS shall control the environmental aspects of the design
         and manufacturing through an adequate and effective environmental
         management system complying with ISO 14001, including certification by
         an accredited certification body.

4.11     INTERMAGNETICS undertakes on a best efforts basis to participate in
         PHILIPS' environmental programs, such as:

         (a) Reduction and elimination of Environmental banned and relevant
         substances in Products. (b) Reduction of Packaging weight. (c)
         ECO-design.
         (d) Re-usability of Products. (Design for recycling, less waste by End
         of Life.)

         INTERMAGNETICS will apply (within reasonable limits) the results of
         such environmental programs in its implementation of this Agreement.

4.12     PHILIPS shall have the right to audit the implementation and adherence
         to this Article 4, to assure continuous compliance with Environmental
         Regulations.

                                    ARTICLE 5
                             STRATEGIC CONSULTATION

5.1      Meetings
         During the Term, senior representatives of the Parties shall meet
         (either in person, video conference or by telephone) on a regular basis
         as their relationship requires, but in any case not less than once
         every calendar quarter, to confer on and review strategic issues
         including, but not limited to:

         5.1.1    Competitiveness
                  To the extent not limited by third party non-disclosure
                  agreements, and not prohibited by law, INTERMAGNETICS and
                  PHILIPS shall share market information such as market prices,
                  competitive threats, competitive innovations, substitution
                  threats and other business parameters for the purpose of
                  benchmarking the Parties' competitiveness as well as
                  discussion and determination of joint strategic direction and
                  product policy.




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         5.1.2    Continuity
                  PHILIPS shall share with INTERMAGNETICS its expectations of
                  its future sales of MRI systems in which Products are
                  incorporated; and

                  INTERMAGNETICS shall share with PHILIPS its expectations of
                  total sales of Products to PHILIPS and, if applicable and not
                  prohibited by law or a third party non-disclosure agreement,
                  total sales of Substantially Similar Products to
                  INTERMAGNETICS' other customers.

         5.1.3    Continuity of supply
                  The Parties shall review the items covered in Article 9
                  (contingency plans, impending strike, regulatory compliance)
                  of this Agreement when deemed appropriate by either one of the
                  Parties.



         5.1.4    Scope of supply
                  Beginning no later than September 30, 2003, INTERMAGNETICS and
                  PHILIPS will explore extensions to the scope of their
                  cooperation to optimize the field generating unit (coils and
                  how they interface to amplifiers, and mechanics which are
                  directly interfacing and/or linked to coils; coils can be
                  magnet, gradients or RF) of the MRI system, to include Product
                  cost, logistics, reliability, installation time and feature
                  based market advantage. A joint PHILIPS/INTERMAGNETICS field
                  generating unit integration team shall be formed that will
                  share all necessary information (as far as not restricted by
                  third party confidentiality agreements) for optimization
                  taking into account the total business picture. This new way
                  of working will be applied to all activities on products and
                  the supply chain. As a consequence of cooperation this Article
                  5.1.4, optimization opportunities will be identified by both
                  Parties and may become subject of joint (R&D) projects between
                  the Parties. These projects will be staged and priorities will
                  be agreed between the Parties. Cost benefits resulting from
                  these activities will be shared between the Parties, details
                  of sharing to be agreed on a case-by-case basis (i.e. what is
                  included, % sharing, phase-in, phase-out).

         5.1.5    Opportunities for expansion of supply
                  The Parties will jointly investigate opportunities for
                  extending the scope of activities of INTERMAGNETICS in the
                  supply chain of Magnet systems including service thereof.
                  Based on the outcomes of these continued joint investigations
                  Parties may jointly define projects to extend the scope of
                  INTERMAGNETICS' activities

         5.1.6    Information/Data
                  The Parties will also discuss any other information, data,
                  etc. required to be provided from time to time under the terms
                  of this Agreement.

5.2      Third parties
         Except for those Products and Substantially Similar Products set forth
in Schedule B:



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         5.2.1    Each Party shall confer with the other Party if it enters into
                  negotiations with a third party and determines that this third
                  party is a potential customer for a Product or Substantially
                  Similar Product.

         5.2.2    INTERMAGNETICS shall not enter into any agreement with a third
                  party for the development, design, engineering and/or supply
                  of any Product or Substantially Similar Product without first
                  notifying PHILIPS of the identity of the third party and
                  complying with: (a) Article 6.1 , if applicable, or (b) the
                  third party provision negotiated pursuant to Article 6.2 of
                  this Agreement.

5.3      New concepts
         5.3.1    New Concepts of the Parties
                  In the event PHILIPS envisages, considers to initiate or
                  initiates the development of a new MRI system or Magnet system
                  concept (that is not brought to it by a third party), it shall
                  provide INTERMAGNETICS a first right of refusal to pursue said
                  concept. Vice versa, in the event INTERMAGNETICS envisages,
                  considers to initiate or initiates the development of a new
                  Magnet system or MRI system concept (that is not brought to it
                  by a third party), it shall provide PHILIPS a first right of
                  refusal to pursue said concept. Each Party must exercise its
                  right of first refusal within a reasonable time, but a right
                  of first refusal shall expire if a Party fails to notify the
                  other Party that it is interested in pursuing the new concept
                  (the "Notice of Interest") within not more than thirty (30)
                  days of receiving notice of a new concept from the other
                  party, and if a Notice of Interest is received, a right of
                  first refusal shall expire if, within sixty (60) days after
                  the date of the Notice of Interest, the Parties fail to agree
                  to the essential terms and conditions for a Development
                  Project Agreement and to a deadline for execution of the
                  Development Project Agreement. A right of first refusal shall
                  also expire if the Parties ultimately agree not to enter into
                  a definitive Development Project Agreement for the new
                  concept. Notwithstanding the foregoing, INTERMAGNETICS shall
                  not be obligated to provide PHILIPS with a right of first
                  refusal for (a) non-superconducting magnet systems, (b) iron
                  core superconducting 0.6T open magnet systems and 7T (nominal)
                  magnet systems.

         5.3.2    New Concepts of third parties
                  INTERMAGNETICS shall confer with PHILIPS in accordance with
                  Article 5.2 if a third party presents INTERMAGNETICS with a
                  new MRI system concept, and INTERMAGNETICS determines that the
                  appropriate Magnet system for such MRI system is a Product or
                  Substantially Similar Product. Likewise, PHILIPS shall confer
                  with INTERMAGNETICS if a third party presents PHILIPS with a
                  new Magnet system concept that could be incorporated into
                  PHILIPS existing MRI systems. Neither Party shall be prevented
                  from pursuing a third party's new concept provided such new
                  concept does not constitute a Product or Substantially Similar
                  Product under this Agreement, or, in the case of PHILIPS does
                  not involve a Magnet system that could be incorporated into
                  PHILIPS existing MRI systems.

5.4      Technology Roadmaps
         The Parties will share technology roadmaps in their field of expertise
         to jointly explore their strategic technology direction and to guide
         the appropriate level of development activity to ensure continuous
         innovation as required by the market, and to facilitate discussion and
         determination of joint strategic direction and product policy.



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5.5      Other Products
         From time to time the Parties may explore the expansion of their
         business relationship to include products other than Magnet systems.

5.6      Changes in Management
         As they are foreseen and/or occur, the Parties shall discuss major
         changes to their management and staffing critical to the mutual success
         of their business relationship with the objective of preventing
         disruptions to Product supply and/or the relationship of the Parties.

5.7      Contract Managers
         PHILIPS and INTERMAGNETICS shall appoint a Contract Manager in their
         respective organizations who shall be responsible for the organization
         and implementation of strategic consultation and review meetings and
         who shall be responsible for the implementation of all business and
         supply related issues, including delegation of work within each
         organization. The respective Contract Managers also shall meet (either
         in person or by telephone) at least every 2 weeks to discuss day-to-day
         business operations and keep minutes of the subject(s) discussed. The
         Parties respective Contract Managers will be appointed by the
         management of the Parties.


                                    ARTICLE 6
                   EXCLUSIVITY AND EXCLUSIVE SOURCE OF SUPPLY

6.1      Full Funding of Product Development by PHILIPS
         If, under a Development Project Agreement, PHILIPS agrees to provide
         one hundred percent (100%) of the Development Funding for
         INTERMAGNETICS' Product development costs, including the manufacture of
         Prototypes and/or First Articles as the case may be, then:

         6.1.1    Exclusivity
                  INTERMAGNETICS agrees not to offer the Product (or
                  Substantially Similar Product) that is the subject of such
                  Development Project Agreement, to any third party other than
                  PHILIPS for a period of five (5) years after NORD as long as
                  PHILIPS enters into a Supply Agreement for such Product. The
                  duration of this exclusivity may be expanded by mutual
                  agreement as the Parties continue to invest in the
                  development, design and (value) engineering of the Product,
                  resulting in bringing improved versions of the Product to
                  market, provided such improved Product is subject to a Supply
                  Agreement between the Parties.

         6.1.2    Additional Customers
                  Notwithstanding the foregoing Article 6.1.1, upon
                  INTERMAGNETICS' request, PHILIPS will confer with
                  INTERMAGNETICS regarding sales of such a Product (or
                  Substantially Similar Product) to third parties. Any agreement
                  between the Parties for the addition of this third party:

                  (a)      must be a mutual benefit for PHILIPS and
                           INTERMAGNETICS, and






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                  (b)      must include agreement on the implications for their
                           relationship as well as the timing of development,
                           design, engineering and/or supply to such third
                           party.

                  PHILIPS' consent to the addition of a third party shall not be
unreasonably withheld.

6.2      Less than Full Funding of Product Development by PHILIPS
         --------------------------------------------------------
         If, under a proposed Development Project Agreement, PHILIPS provides
         less than one hundred percent (100%) of the Development Funding for
         INTERMAGNETICS' Product development costs, including the manufacture of
         Prototypes and/or First Articles as the case may be, then:

         6.2.1    Exclusivity
                  Parties may agree not to offer the Product (or Substantially
                  Similar Product) that is the subject of such Development
                  Project Agreement, to any third party other than PHILIPS for a
                  period of less than five (5) years after NORD (e.g. three
                  years for 50% funding of the Development) as long as PHILIPS
                  enters into a Supply Agreement for such Product. The duration
                  of this exclusivity may be expanded by mutual agreement as the
                  Parties continue to invest in the development, design and
                  (value) engineering of the Product, resulting in bringing
                  improved versions of the Product to market, provided such
                  improved Product is subject to a Supply Agreement between the
                  Parties.
         .

         6.2.2    Any agreement permitting the sale of a Product or
                  Substantially Similar Product to a third party shall reflect
                  and protect the respective investments of the Parties in
                  bringing the Product to market.

         6.2.3    The terms for favorable Conditions as stipulated in Article
                  6.4 will apply incase INTERMAGNETICS sells such a Product (or
                  Substantially Similar Product) to a third party subject to the
                  condition in Article 6.2.2..

6.3      Exclusive Supplier

          6.3.1   INTERMAGNETICS will be the exclusive supplier to PHILIPS of
                  any Product (or Substantially Similar Product) developed for
                  PHILIPS during or prior to the Term of this Agreement. PHILIPS
                  will give INTERMAGNETICS the first right to develop and supply
                  any Magnet System to be developed and/or used, marketed, sold,
                  leased, serviced or otherwise disposed of by PHILIPS during
                  the Term of this Agreement, except for (a) non-superconducting
                  magnet systems, (b) PHILIPS' existing iron core
                  superconducting 0.6T open magnet system and its successors
                  that are based on iron core technologies and (c) PHILIPS'
                  superconducting 7T (nominal) magnet system, unless the Parties
                  otherwise agree in writing to include any or all of such
                  magnet systems in this Agreement.

          6.3.2   For purposes of this Article 6.3.2, a "new MRI business" shall
                  mean a business that participates in the MRI industry, which,
                  at the time of acquisition, (a) produces commercial quantities
                  of Magnet Systems or (b) purchases commercial quantities of
                  Magnet Systems from a party other than INTERMAGNETICS for use
                  in such business's MRI systems. If PHILIPS or Koninklijke
                  Philips Electronics N.V. or its Associated Companies shall
                  acquire a new MRI business, and such business becomes and
                  Associated Company, then PHILIPS:





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                  6.3.2.1  shall not be required to discontinue the purchase or
                           production of Magnet systems incorporated into the
                           MRI Systems of the new MRI business and shall be
                           permitted to continue operating the new MRI business
                           based on such Magnet systems.

                  6.3.2.2  shall be required to comply with Article 5.3.1 of
                           this Agreement with respect to successors of such
                           Magnet Systems or MRI Systems, subject to the
                           provisions of Article 6.3.3 of this Agreement.

          6.3.3   The exclusivity commitment of PHILIPS to INTERMAGNETICS is
                  subject to INTERMAGNETICS ability to provide Products that are
                  competitive in pricing, quality, supply chain flexibility and
                  delivery conditions. If PHILIPS determines that an
                  INTERMAGNETICS' Product is not competitive, PHILIPS shall
                  provide INTERMAGNETICS with written notice setting forth the
                  basis for its determination and the Product(s) that is
                  non-competitive. INTERMAGNETICS shall have the right to
                  correct the point(s) of non-competitiveness within six (6)
                  months from receipt of PHILIPS' written notice, or within a
                  program schedule that is mutually agreed upon by the Parties
                  in writing. If INTERMAGNETICS fails to correct the point(s) of
                  non-competitiveness within the applicable time period, PHILIPS
                  shall have the right to buy elsewhere MRI Magnet Systems which
                  are substantially comparable to the Products for which
                  INTERMAGNETICS' offering is not competitive (provided such
                  alternative offering is purchased on terms not more favorable
                  than those requirements placed on INTERMAGNETICS) and
                  integrate, sell, service maintain and use such as part of its
                  MRI System Notwithstanding the provisions of this Article
                  6.3.3, the Parties agree that:

                  6.3.3.1  the pricing agreements for Products set forth in
                           Appendix C to the Parties' Supply Agreement for
                           calendar years 2003 through 2006 are deemed
                           competitive and shall not be subject to challenge
                           under Article 6.3.3. In addition, INTERMAGNETICS has
                           agreed to contribute up to 50% of the non-recurrent
                           expenses relating to the development and supply of
                           the successor Magnet System for the 1.5T F2K magnet
                           systems series, as specified under the Supply
                           Agreement.

                  6.3.3.2  INTERMAGNETICS' [actual and full] implementation of
                           the quality requirements, supply chain flexibility
                           requirements and delivery conditions for its Products
                           and services to PHILIPS, according to the schedule
                           and conditions as expressly stated and agreed in
                           Article 10 and Appendix D of the Parties' Supply
                           Agreement is deemed to be competitive;

                  6.3.3.3  PHILIPS defers any rights it would otherwise have
                           under Article 6.3.3 of this Agreement until 31
                           December 2006, provided INTERMAGNETICS has fully
                           complied with Articles 6.3.3.1 and 6.3.3.2.




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6.4      Preferred Customer
         With respect to any third party for a Product or Substantially Similar
Product:

         (a)      INTERMAGNETICS will not reduce deliveries of the Product to
                  PHILIPS in order to supply this third party;

(b) In case INTERMAGNETICS offers to any third party Products or Substantially
Similar Products, at prices, discounts, delivery terms, payment terms,
guarantees and/or maintenance fees (hereinafter "Conditions") more favorable
than those offered to PHILIPS for substantially the same quantities,
INTERMAGNETICS undertakes to inform PHILIPS of such terms and to offer similar
Conditions for the supply of Products to PHILIPS.

These more favorable Conditions shall prevail over the Conditions applicable
under this Agreement and shall retroactively apply to all Purchase Orders issued
by PHILIPS and to all Products unshipped as of the date of the first offer to
the third party of such more favorable prices.

Upon request, PHILIPS may conduct an audit of INTERMAGNETICS's records to ensure
compliance with this article.

6.5      Non-clinical MRI Systems
         Notwithstanding anything to the contrary set forth in Articles 5 and 6,
         INTERMAGNETICS shall not be restricted in any way from developing,
         manufacturing, using, leasing and/or selling Products or Substantially
         Similar Products for applications other than clinical medical
         diagnostic imaging (e.g. Industrial MR).


                                    ARTICLE 7

(Reserved)


                                    ARTICLE 8
                         DEVELOPMENT PROJECT AGREEMENTS

8.1      Inception
         The Parties will, from time to time, enter into a Development Project
         Agreement for the development of each new Product to be supplied to
         PHILIPS during the Term of this Agreement.

8.2      Content
         The Parties shall negotiate in good faith the following aspects of each
Development Project Agreement:

         (a)      Specifications
         (b)      Program Schedule and Statement of Work
         (c)      Quality Assurance Plan
         (d)      Development Funding
         (e)      Number of Prototypes and/or First Articles




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8.3      Development Project Management
         For every Development Project Agreement, each Party shall appoint a
         Program Manager who shall have first line responsibility in each
         respective organization for cooperation, communication and work
         delegation. The Program Managers shall carry out review meetings with
         appropriate personnel regarding progress under the Development Project
         Agreement.

8.4      Termination of a Development Project Agreement
         For each Development Project Agreement, the Parties will negotiate a
         termination provision which may include but is not limited to
         termination based on (a) a determination that the Product is not
         feasible, (b) the inability of a Party to perform its obligations under
         the Development Project Agreement, or (c) any other reason mutually
         agreed to by the Parties.

8.5      Prototype(s)
         If a Development Project Agreement calls for a delivery and testing of
         Prototype(s), then the attached Schedule D shall apply to such
         Development Project Agreement.

8.6      Notification of Release for Delivery
         Notification of Release for Delivery (NORD) shall be based upon type
         approval of the First Articles or Prototype(s) of the Product delivered
         by INTERMAGNETICS under a Development Project Agreement. Type approval
         shall be carried out in accordance with a Quality Assurance Plan for
         the Development Project Agreement.

         The Parties shall, at their own expense, make available and exchange
         all relevant information, and assistance which reasonably may be
         expected from each Party in order to integrate the First Articles of
         the Product delivered by INTERMAGNETICS under a Development Project
         Agreement into PHILIPS' MRI systems.

8.7      Transition of Product to Supply Agreement
         Upon INTERMAGNETICS acquiring NORD for a Product, the Supply Agreement
         shall be amended to incorporate that Product. The Parties shall
         negotiate in good faith any amendments to the Supply Agreement which
         may be necessary for the Product, including, but not limited to, price,
         delivery schedule and warranty. Alternatively, Parties may negotiate a
         new Supply Agreement for the Product.


                                    ARTICLE 9
                              CONTINUITY OF SUPPLY

9.1      Contingency plans
         To ensure continuity of purchase and supply, each Party shall prepare
         contingency plans for the following events:

         (a)      A catastrophe, e.g., fire or explosion, which interferes with
                  the Party continuing its manufacturing operation;

         (b)      Major disruption of a critical process in a Party's
                  manufacturing operation;




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         (c)      Major disruption in the Party's supply chain;

         (d)      Major disruption of transportation.

9.2      Strike
         If it appears a strike will cause a disruption in INTERMAGNETICS'
         continuity of supply of Magnet systems or PHILIPS' continuity of supply
         of MRI systems, INTERMAGNETICS or PHILIPS, as the case may be, will
         take reasonable steps to prevent the strike and will inform the other
         Party of the impending strike. If a strike significantly disrupts
         continuity of supply, INTERMAGNETICS or PHILIPS, as the case may be,
         will, as a last resort, confer with the other Party to seek a solution
         in a cooperative manner.

9.3      Regulatory Compliance
         Each Party will inform the other, through the Parties' strategic
         consultations, of the status of its compliance with all significant
         applicable governmental regulations that could interfere with
         continuity of supply (e.g., Food and Drug Administration, Occupational
         Safety and Health Administration, Environmental Protection Agency,
         etc.).


                                   ARTICLE 10
                          INTELLECTUAL PROPERTY RIGHTS

10.1     Each Party shall retain exclusive ownership of its Background IPRs.

10.2     Foreground IPRs based on work performed solely by one or more
         employee(s) of a Party under this Agreement shall be solely owned by
         that Party.

10.3     In the event that during the term of this Agreement an invention is
         made jointly (as defined under U.S. or E.U. patent law) by one or more
         employees of INTERMAGNETICS and/or its Associated Companies and one or
         more employees of PHILIPS and/or its Associated Companies, the
         invention shall be jointly owned by the Parties and each joint owner
         shall have an equal, undivided interest in and to such joint invention,
         as well as in and to Foreground IPRs thereon in all countries, subject
         to the terms and conditions set forth below.

         10.3.1   In case of joint inventions, each Party concerned shall
                  promptly inform in writing the other Party whose employee is
                  or employees are involved in such joint invention.

         10.3.2   For non-patented joint Foreground IPRs, control and use of
                  such joint Foreground IPRs shall be as follows:

                  (a) Control over the potential filing of a patent application
                      is construed as follows:
                            o   all joint Foreground IPRs regarding MRI systems
                                will be controlled solely by PHILIPS;
                            o   all joint Foreground IPRs regarding the
                                interface between the Magnet system and the MRI
                                System will be subject to Article 10.5 below;
                            o   all joint Foreground IPRs regarding Magnet
                                systems will be controlled solely by
                                INTERMAGNETICS.




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                  (b) Subject to Articles 11.2, 11.3, 11.4 and 11.5:
                            o   PHILIPS will retain control over the use of
                                non-patented joint Foreground IPRs regarding MRI
                                systems;
                            o   INTERMAGNETICS will retain control over the use
                                of non-patented joint Foreground IPRs regarding
                                Magnet systems.

10.4     The Party controlling the patent application process as described above
         in Article 10.3.2 may decide at its sole discretion if it will prepare,
         file and prosecute a patent application for joint Foreground IPRs under
         its control, upon prior written approval of the other Party, which
         approval will not be unreasonably withheld. The Parties will confer in
         a timely manner regarding the patent application and countries in which
         to file such application. All out of pocket costs related to
         applications for joint Foreground IPRs shall be shared equally between
         the Parties. The same applies for the maintenance fees and other costs
         - but not including litigation - for such joint Foreground IPRs on
         patents granted. If, however, the non-controlling Party is not
         interested in filing an application for the joint Foreground IPRs, the
         controlling Party may file or have filed such application at its own
         expense and shall be the sole owner of any resulting Foreground IPRs
         subject to a free, fully paid-up, non-exclusive, unrestricted license
         for the lifetime of the Foreground IPRs concerned for the own use of
         the non-controlling Party but the rights of third parties under already
         existing licenses and agreements shall not be prejudiced. The
         non-filing Party shall assign all other rights in such joint invention
         to the filing Party at no charge.

         10.4.1   The controlling Party shall be designated to maintain
                  applications for joint Foreground IPRs. The other Party shall
                  at its own cost furnish the filing Party with all documents,
                  or other assistance, that may be necessary for the filing and
                  prosecution of each such application.

         10.4.2   If a patent is allowed for any joint Foreground IPRs, each
                  Party shall have the right to exercise its ownership of such
                  joint Foreground IPRs, including the non-assignable right to
                  grant non-exclusive licenses, under the Foreground IPRs on
                  such a joint invention without the consent of and without
                  accounting to the other owner, so long as the owner granting
                  such license fulfills its obligation, if any, to pay its
                  proportionate share of the costs related to such Foreground
                  IPRs on a joint invention.

10.5     Foreground IPRs on a joint invention regarding the interface between
         the Magnet system and the MRI system will be treated as follows
         ("Interface Foreground IPRs"):

         10.5.1   The filing of applications for Interface Foreground IPRs shall
                  be subject to mutual agreement between the Parties. The
                  Parties will agree within a reasonable period of time after
                  notification provided under Article 10.3.1, on an appropriate
                  course of action for filing such applications, including which
                  Party is to be designated with the preparation, filing and
                  prosecution of such applications and in which countries of the
                  world to file such applications for Interface Foreground IPRs.
                  All out of pocket costs related to applications for Interface
                  Foreground IPRs or IPRs resulting from such applications shall
                  be shared equally between the Parties. One of the Parties
                  shall be designated to file or have filed, prosecute and
                  maintain applications for Interface Foreground IPRs and any
                  IPRs resulting therefrom on joint inventions. The other Party
                  shall at its own cost furnish the filing Party with all
                  documents, or other assistance, that may be necessary for the
                  filing and prosecution of each such application.




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         10.5.2   If, however, one Party is not interested in filing an
                  application for Interface Foreground IPRs on a joint
                  invention, the other Party may file or have filed such
                  application at its own expense and shall be the sole owner of
                  any resulting Interface Foreground IPRs subject to a free,
                  fully paid-up, non-exclusive, unrestricted license for the
                  lifetime of the Interface Foreground IPRs concerned for the
                  own use of the Party who was not interested in filing such
                  application. The non-filing Party shall assign its rights in
                  such joint invention to the filing Party.

10.6     In the event that one of the joint owners of Foreground IPRs or a Party
         filing an application for Foreground IPRs on a joint invention wants to
         stop the payment of its share of the maintenance fees or other costs in
         any particular country, the other owner may take over the payment of
         such share. The Party discontinuing to pay its proportionate share for
         one or more countries shall forthwith relinquish to the other Party
         which continues such payments, its title to and interest in such
         jointly owned Foreground IPRs for the countries concerned, subject,
         however, to the retention of a free, fully paid-up, non-exclusive,
         non-assignable and unrestricted license under the Foreground IPRs in
         the countries concerned in favor of the relinquishing Party for the own
         use of the relinquishing Party. However, the relinquishing owner shall
         no longer have the right to grant licenses thereunder to third parties,
         but the rights of third parties under already existing licenses and
         agreements shall not be prejudiced. The rights of the relinquishing
         Party in other (i.e., continued) countries shall not be affected.

10.7     A joint owner shall have the right to bring an action for infringement
         of a jointly-owned Foreground IPR only with the consent of the other
         owner. This consent may only be withheld if such action would be
         prejudicial to the other owner's commercial interests as can be
         demonstrated to the reasonable satisfaction of the joint owner
         interested to bring such infringement action.


                                   ARTICLE 11
                                  IPR LICENSES

11.1     Each Party hereby grants the other Party, subject to prior commitments,
         a free, non-exclusive license, without the right to grant sublicenses,
         under its Background IPRs and/or Foreground IPRs to the extent such IPR
         is required by the other Party solely for performing the development
         work allocated to it under a Project Development Agreement.

11.2     PHILIPS shall cause Koninklijke Philips Electronics N.V. to grant
         hereby to INTERMAGNETICS a world-wide, irrevocable, fully paid up,
         non-exclusive license, without the right to grant sublicenses, under
         PHILIPS' Foreground IPRs to make, have made - according to
         INTERMAGNETICS' design -, use, sell, service, and practice any method
         of Products and Substantially Similar Products taking into account the
         exclusivity arrangement in Article 6 above.

11.3     INTERMAGNETICS hereby grants to PHILIPS and to PHILIPS' Associated
         Companies a world-wide, irrevocable, fully paid up, non-exclusive
         license, without the right to grant sublicenses, under INTERMAGNETICS'
         Foreground IPRs to use, sell, lease, service, practice any method or
         otherwise dispose of Products taking into account the exclusivity
         arrangement in Article 6 above.




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11.4     If INTERMAGNETICS willfully and with the intent to force termination of
         this Agreement, fails to perform a material obligation hereunder
         resulting in termination by PHILIPS pursuant Article 16.2(a), then the
         license provided in Article 11.3 above, shall include the right, under
         INTERMAGNETICS' Foreground IPRs to make, or have made by a third party,
         the Products or natural commercial successors of the Products resulting
         from the normal evolution of the design (but not to include material
         reconfiguration that would result in the development of new products).

11.5     The licenses granted under Articles 11.2, 11.3 and 11.4 shall be for
         the lifetime of the Foreground IPRs concerned.

11.6     PHILIPS is prepared to cause Koninklijke Philips Electronics N.V. to
         grant to INTERMAGNETICS at its request, subject to prior commitments, a
         non-exclusive license under its Background IPRs against reasonable
         terms and conditions to be agreed upon, provided that such license,
         which shall be limited to the field of Products and Substantially
         Similar Products, is demonstrated to the reasonable satisfaction of
         PHILIPS to be technically indispensable for INTERMAGNETICS in order to
         operate under the licenses granted by PHILIPS under Article 11.2
         hereof.

11.7     INTERMAGNETICS is prepared to grant to PHILIPS at its request, subject
         to prior commitments, a non-exclusive license under its Background IPRs
         against reasonable terms and conditions to be agreed upon, provided
         that such license, which shall be limited to the field of Products, is
         demonstrated to the reasonable satisfaction of INTERMAGNETICS to be
         technically indispensable for PHILIPS in order to operate under the
         licenses granted by INTERMAGNETICS under Article 11.3, and Article 11.4
         hereof, but only if such Article becomes applicable.

11.8     The licenses granted by PHILIPS to INTERMAGNETICS under the Parties'
         Amended and Restated Supply Agreement (dated November 13, 1998) shall
         remain in full force and effect and are not intended in any way to be
         limited by the terms and conditions of this Agreement.

11.9     Except for the licenses granted under this Agreement, PHILIPS shall
         have no rights to, or ownership of, the specific design of the
         Prototype and/or First Articles or the Product(s) or INTERMAGNETICS'
         engineering or production technologies, to the extent such design
         and/or technologies are proprietary to INTERMAGNETICS.


                                   ARTICLE 12
                      OWNERSHIP OF INFORMATION AND LICENSES

12.1     Each Party shall retain exclusive ownership of its Background
         Information and the Foreground Information solely developed by one or
         more employee(s) of that Party.




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12.2     In the event that during the term of this Agreement and as a result of
         and in the course of a Project Development Agreement any Foreground
         Information is jointly developed by one or more employees of PHILIPS
         and/or its Associated Companies and one or more employees of
         INTERMAGNETICS and/or its Associated Companies and the contributions of
         both Parties are undividable, then both Parties will jointly own such
         jointly developed Foreground Information and each joint owner shall
         have an equal, undivided interest in and to such jointly developed
         Foreground Information.

12.3     Each joint owner in accordance with Article 12.2, shall have the
         non-assignable, non-exclusive and unrestricted right, including the
         right to grant sublicenses to third parties, to use jointly developed
         Foreground Information without the consent of and without accounting to
         the other owner for the duration and within the scope of this Agreement
         only. In case only one of the Parties upon termination of this
         Agreement wishes to use such jointly owned Foreground Information the
         Parties shall treat as Confidential Information the other Party's
         interest or lack thereof in such jointly owned Foreground Information
         until such other Party's interest or lack thereof, in such jointly
         owned Foreground Information is, or otherwise becomes, generally known
         or available through no act or disclosure of the other Party or its
         personnel.

12.4     Each Party hereby grants the other Party, subject to prior commitments,
         a free, non-exclusive license, without the right to grant sublicenses,
         under its Background Information and/or Foreground Information to the
         extent such Information is required by the other Party solely for
         performing the work allocated to it under a Project Development
         Agreement.

12.5     PHILIPS shall cause Koninklijke Philips Electronics N.V. hereby to
         grant to INTERMAGNETICS and its Associated Companies a world-wide,
         fully paid up, perpetual and non-exclusive license, without the right
         to grant sublicenses, to use its Foreground Information to make, have
         made, use, sell or otherwise dispose of Products or Substantially
         Similar Products.

12.6     INTERMAGNETICS and its Associated Companies hereby grant PHILIPS and
         its Associated Companies a world-wide, fully paid up, perpetual and
         non-exclusive license, without the right to grant sublicenses, to use
         its Foreground Information to use, sell, lease, service or otherwise
         dispose of Products.

12.7     PHILIPS and its Associated Companies are prepared to grant and to cause
         Koninklijke Philips Electronics N.V. to grant to INTERMAGNETICS and its
         Associated Companies at their request, subject to prior commitments, a
         non-exclusive license under its Background Information against
         reasonable terms and conditions to be agreed upon, provided that such
         license, which shall be limited to the field of Products and
         Substantially Similar Products, is demonstrated to the reasonable
         satisfaction of PHILIPS to be technically indispensable for
         INTERMAGNETICS in order to exercise the licenses granted by PHILIPS to
         INTERMAGNETICS under Article 12.5.

12.8     INTERMAGNETICS and its Associated Companies are prepared to grant to
         PHILIPS and its Associated Companies at their request, subject to prior
         commitments, a non-exclusive license under its Background Information
         against reasonable terms and conditions to be agreed upon, provided
         that such license, which shall be limited to the field of Products, is
         demonstrated to the reasonable satisfaction of INTERMAGNETICS to be
         technically indispensable for PHILIPS in order to exercise the licenses
         granted by INTERMAGNETICS to PHILIPS under Article 12.6.





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                                   ARTICLE 13
                                 CONFIDENTIALITY

13.1     Confidential Information
         All specifications, including the Specifications, drawings, industrial
         designs, samples, marketing plans, software and all other information
         disclosed in writing by either Party to the other and being marked as
         "Confidential", "Proprietary" or similar indications or disclosed
         visually or orally and confirmed in writing within fourteen (14) days
         after such oral or visual disclosure, as well as the contents of this
         Agreement, any Development Project Agreement and any Supply Agreement,
         including Purchase Orders placed pursuant to those agreements
         ("Confidential Information"), shall be kept in strictest confidence by
         the receiving Party, shall remain the disclosing Party's property, may
         be divulged only to such of the receiving Party's personnel as has need
         to know and as has undertaken to keep Confidential Information secret,
         and shall be returned to the disclosing Party upon its request.
         Confidential Information shall not be reproduced, disclosed or used by
         the receiving Party except to the extent required for due performance
         of this Agreement and the receiving Party shall protect Confidential
         Information from further disclosure by itself and by its personnel in
         the same manner as it would do with regard to its own Confidential
         Information. Exceptions are allowed only after prior mutual agreement
         or where required by law.

13.2     Duration
         The Parties' obligations under this Article 13 shall continue for a
         period of five (5) years after termination of this Agreement.

13.3     Exceptions
         This Article 13 shall not apply to Confidential Information that the
         receiving Party can demonstrate:

         (a)      is or becomes generally known or available through no act or
                  disclosure of the receiving Party or its personnel; or

         (b)      was available to the receiving Party prior to disclosure or
                  has been furnished to it by a third party entitled to disclose
                  same without restrictions as to disclosure or use or by the
                  other Party; or

         (c)      was, subsequent to disclosure, independently developed by the
                  receiving Party without use of Confidential Information; or

         (d)      is required to be disclosed under applicable law.

13.4     Confidential disclosure agreements with third parties
         Neither Party shall enter into a confidential disclosure agreement with
         a third party which would prohibit strategic consultation between
         Parties as provided for in Article 5.2 and 5.3.




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                                   ARTICLE 14
                                PRODUCT LIABILITY

14.1     In no event will INTERMAGNETICS' Product liability be greater for any
         Prototype and/or First Article than for any Product purchased by
         PHILIPS.

14.2     INTERMAGNETICS shall indemnify PHILIPS and all PHILIPS' Associated
         Companies and assume the defense of, any and all claims for bodily
         injury and/or death arising solely as a direct result of (i) design or
         manufacturing defects in the Products, (ii) failure by INTERMAGNETICS
         to provide PHILIPS with reasonable warnings with respect to known risks
         (or risks which should have been known to INTERMAGNETICS) of bodily
         injury or harm caused by the Product, except risks relating to magnetic
         fields in general, or (iii) installation performed by INTERMAGNETICS of
         Products sold to PHILIPS. If PHILIPS has actual notice that such a
         claim shall be or has been made against it involving INTERMAGNETICS,
         PHILIPS shall immediately inform INTERMAGNETICS in writing and allow
         INTERMAGNETICS and its insurers the opportunity to conduct the defense
         of such claim including possible negotiations for settlement. PHILIPS
         shall cooperate fully with INTERMAGNETICS and its insurers in the
         disposition of any such matters whenever reasonably requested to do so.
         The obligations of INTERMAGNETICS to indemnify and defend shall not
         extend to claims solely attributable to the negligence or intentional
         malfeasance of PHILIPS or PHILIPS' Associated Companies, their agents,
         distributors and/or their customers or other users of the MRI systems
         nor to any claims attributable solely to or arising out of actions
         solely by them which are outside the scope of or inconsistent with
         INTERMAGNETICS' operating instructions and/or technical/maintenance
         manuals.

14.3     PHILIPS shall indemnify INTERMAGNETICS against, and assume the defense
         of, any and all product liability and other third party claims for
         bodily injury and/or death arising or attributable (i) solely to the
         use of those parts of the Products sold or provided free of charge by
         PHILIPS to INTERMAGNETICS for incorporation in the Products, (ii) to
         the effect of magnetic fields (iii) solely to the negligence or
         intentional malfeasance of PHILIPS or PHILIPS' Associated Companies,
         their agents or distributors or (iv) solely to parts of the MRI system
         other than the Products supplied by INTERMAGNETICS. If INTERMAGNETICS
         has actual notice that such a claim shall be or has been made against
         INTERMAGNETICS involving PHILIPS, INTERMAGNETICS shall immediately
         inform PHILIPS in writing and allow PHILIPS and its insurers the
         opportunity to conduct the defense of such claim, including possible
         negotiations for settlement. INTERMAGNETICS shall cooperate fully with
         PHILIPS and its insurers in the disposition of any such matters,
         whenever reasonably requested to do so. To this end, INTERMAGNETICS
         shall keep records of all relevant design and test documentation which
         INTERMAGNETICS normally keeps in order to defend product liability
         claims at least thirteen (13) years after delivery of each Product and
         on request provide PHILIPS' insurers with copies thereof under relevant
         confidentiality obligations, solely for the purpose of defending such
         third party claims. The obligation of PHILIPS to indemnify and defend
         shall not extend to claims attributable solely to the negligence or
         intentional malfeasance of INTERMAGNETICS or INTERMAGNETICS' vendors or
         agents.




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14.4     Each Party shall maintain such insurance as it may deem necessary to
         cover its Product liability, and upon the other Parties' request shall
         produce for inspection these insurance policies and premium payment
         receipts.


                                   ARTICLE 15
                                PATENT INDEMNITY

15.1     INTERMAGNETICS shall fully indemnify to the limit of the total invoice
         value of any allegedly infringing Products, PHILIPS, PHILIPS'
         Associated Companies, their distributors, agents and/or customers,
         against all reasonable fines, losses, damages, costs and expenses
         including attorney fees, arising from any valid claim brought by a
         third party claiming that a Product (or any part thereof) infringes on
         the third party's patent rights or other industrial or intellectual
         property right; provided PHILIPS gives INTERMAGNETICS full authority,
         at the option of INTERMAGNETICS, either to settle or to defend such
         claim, suit or proceeding and - at INTERMAGNETICS' request and expense
         - full cooperation, assistance and information as needed by
         INTERMAGNETICS to address the claim. PHILIPS shall promptly notify
         INTERMAGNETICS in writing of any allegation of infringement and shall
         not make any admission without INTERMAGNETICS' prior consent. If the
         use of any Product or Spare Part is enjoined, INTERMAGNETICS shall, at
         its own expense and at its option, either procure for PHILIPS, the
         PHILIPS' Associated Companies and their customers the right to continue
         using Product and/or Spare Part, or replace same with a non-infringing
         Product or Spare Part or modify it so that it becomes non-infringing,
         always without substantially affecting the Product or Spare Part's
         compatibility with PHILIPS' MRI system device in conjunction with which
         it is to be used and without substantially affecting conformance to the
         Specifications. INTERMAGNETICS' indemnification does not cover any
         claim in respect of any patent or patent application of PHILIPS or
         others of which PHILIPS or PHILIPS' Associated Companies is presently
         aware that is to be used in Products to be supplied by INTERMAGNETICS
         to PHILIPS under this Agreement and which it does not bring to
         INTERMAGNETICS' attention before execution of this Agreement.

15.2     If and to the extent that the infringement is the result of (a) parts
         supplied by PHILIPS, or (b) modifications or enhancements of Products
         or Parts as specifically designed by PHILIPS or specifically requested
         by PHILIPS to be implemented in the Products or Parts, INTERMAGNETICS
         shall not be liable under this Article 15. INTERMAGNETICS shall not be
         required to meet any design requests by PHILIPS if INTERMAGNETICS
         advises PHILIPS that it would infringe patents of a third party in
         order to meet such requests. INTERMAGNETICS' indemnification does not
         extend to any suit based upon any infringement or alleged infringement
         of any industrial or intellectual property rights on the basis of
         combining, incorporating and/or inserting Products furnished by
         INTERMAGNETICS into MRI systems if the infringement would be avoided by
         the use of the Products alone.
         PHILIPS shall similarly indemnify INTERMAGNETICS to the limit of the
         total invoice value of the allegedly infringing Products for suits and
         proceedings and all reasonable damages and costs awarded, including
         attorneys fees, with respect to all these occurrences covered by this
         paragraph.




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15.3     PHILIPS shall indemnify INTERMAGNETICS, to the limit of the total
         invoice value of the Products, for alleged infringement of:

         (a)      OMT active shielded magnet patent US4587504 and its
                  corresponding patents/applications in any country;

         (b)      Siemens B-zero field compensation patent EP0299325 and its
                  corresponding patents/applications in any country; and

         (c)      any patent of any third party which cannot be avoided if
                  PHILIPS' active shielded magnet patent EP0138270 and/or its
                  corresponding patents/applications in any country are used.

         PHILIPS' indemnification to INTERMAGNETICS for suits and proceedings
         shall cover all reasonable damages, expenses and costs, including
         attorney fees as provided above with respect to such Products using
         such patents and supplied to PHILIPS.

15.4     The foregoing states the entire liability of INTERMAGNETICS and PHILIPS
         respectively for infringement of the said rights by Products or any
         Spare Parts.


                                   ARTICLE 16
                            DURATION AND TERMINATION

16.1     Term
                  The initial term of this Agreement with exception of Articles
         6.3 and 6.4 shall commence on the Effective Date through and up to 31
         December 2009. Starting calendar year 2004, at the end of each calendar
         year of this Agreement, the term shall be extended automatically for an
         additional twelve (12) month period, unless either Party provides a
         written notice to the other prior to the end of the calendar year of
         its intent to terminate at the end of the then applicable term. The
         term for the exclusivity arrangement as stipulated in Articles 6.3 and
         6.4 shall commence on the Effective Date through and up to 31 December
         2007. At the end of calendar years 2003 and 2004 of this Agreement, the
         term shall be extended automatically for an additional twelve (12)
         month period, unless PHILIPS provides a written notice to
         INTERMAGNETICS, pursuant to Article 6.3.3, of its intent to terminate
         at the end of the then applicable term. For the calendar years 2005 and
         after, the term of the exclusivity arrangement as stipulated in
         Articles 6.3 and 6.4 will be according the term of this Umbrella
         Agreement.

16.2     Termination
         In addition to termination in accordance with Article 18, this
Agreement may be terminated as follows:

         (a)      If a Party is in material breach of this Agreement, the
                  non-breaching Party is entitled to give written notice to the
                  breaching Party. The notice must specify the breach and
                  provide a reasonable opportunity to remedy the breach to the
                  reasonable satisfaction of the non-breaching Party as quickly
                  as commercially reasonable but in any event no longer than six
                  (6) months.




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                  If the breaching Party fails to remedy the breach, the
                  non-breaching Party is entitled to take any action open to it
                  under this Agreement and in law, including immediate
                  termination of this Agreement by notice in writing; provided,
                  however, that (i) neither Party shall be liable to the other
                  for any special or consequential damages at any time, and (ii)
                  any action is subject to the arbitration procedure set forth
                  in Article 19.8. In addition, if INTERMAGNETICS' breach is the
                  result of its repeated failure to supply Products on a
                  prolonged basis, the Parties will negotiate for a second
                  source of supply.

         (b)      Either Party may terminate this Agreement immediately by
                  written notice to the other Party in the event the latter
                  Party becomes insolvent, files or is the subject of a
                  bankruptcy action which is not dismissed within sixty (60)
                  days, has a receiver appointed, or makes an assignment for the
                  benefit of creditors.

         (c)      PHILIPS may terminate this Agreement upon two (2) years
                  written notice to INTERMAGNETICS if more than 50% of the
                  voting shares of INTERMAGNETICS are acquired by, or more than
                  a majority of INTERMAGNETICS' directors have been nominated
                  by, a principal competitor of PHILIPS in MR imaging.

         (d)      INTERMAGNETICS may terminate this Agreement upon two (2) years
                  written notice to PHILIPS if PHILIPS or its Associated
                  Companies acquire control over, or become controlled by, an
                  entity engaged in the manufacture of superconductive magnets
                  for MR imaging systems.

         (e)      In the event a principle (at least 20% market share) MR
                  competitor of PHILIPS acquires the following percentage of
                  outstanding shares of common stock of INTERMAGNETICS, then
                  within a period of 180 days after such transaction has
                  officially been made public or has been closed (i.e., after
                  both of these events have occurred) PHILIPS shall have the
                  right, in its sole discretion, to notify INTERMAGNETICS of
                  earlier and unilateral termination of the Umbrella Agreement,
                  with a lead time to be chosen solely by PHILIPS, but which
                  shall not be less than the minimum lead times set forth below:

                  In case the percentage is equal to or greater than 10% and
                  less than 20%, the minimum termination period is five (5)
                  years.

                  In case the percentage is equal to or greater than 20% and
                  less than 35%, the minimum termination period is four (4)
                  years.

                  In case the percentage is equal to or greater than 35% and
                  less than a controlling interest as defined in Article
                  16.2(c), the minimum termination period is three (3) years.

16.3     Effect of Termination
         Any notice of termination given under this Agreement shall be deemed to
         be a notice of termination under any Development Project Agreement
         and/or Supply Agreement. Termination of an individual Development
         Project Agreement and/or Supply Agreement will not affect the Term of
         this Agreement, any (other) Supply Agreement or any (other) Development
         Project Agreement entered into by the Parties, unless such termination
         constitutes a material breach under the terms of this Agreement.




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                                   ARTICLE 17
                                 SURVIVING TERMS

17.1     In the event of termination of this Agreement, the provisions of
         Articles 2, 4.6, 10, 11, 12, 13, 14, 15, 17, 19.1, 19.5, 19.7, 19.8,
         19.9, 19.10, 19.11, and 19.12 of this Agreement shall survive.

17.2     Upon termination of this Agreement neither Party shall be liable to the
         other Party except if otherwise stated in this Agreement.


                                   ARTICLE 18
                                  FORCE MAJEURE

18.1     Effect of Force Majeure
         If either Party is prevented from or delayed in the performance of this
         Agreement due to the occurrence of force majeure either Party shall be
         entitled to suspend performance of its obligation for the duration of
         the prevention or delay caused by such force majeure, without being
         responsible for any damages resulting therefrom to the other Party.

18.2     Force Majeure Exceeding Three Months
         If the period of prevention or delay caused by force majeure exceeds
         three (3) consecutive months, then either Party shall be entitled to
         terminate this Agreement upon thirty (30) days written notice without
         being liable for any damages whatsoever towards the other Party.
         This does not affect however commitments which remain applicable upon
         termination of this Agreement as stated elsewhere in this Agreement.

18.3     Information and Action by Affected Party
         The Party affected by force majeure shall inform the other Party
         promptly in writing specifying the force majeure as well as its
         expected duration. The Party so affected shall take all reasonable
         steps to limit the period of prevention or delay as much as possible.

18.4     Definition
         The expression "force majeure" shall mean and include a happening or
         event beyond a Party's reasonable control in consequence of which it
         cannot execute or cannot reasonably be required to execute its
         obligations. Such circumstances include but are not restricted to: acts
         of God, war, civil war, insurrection, flood, strikes, epidemics,
         governmental regulations, freight embargoes, non-availability of any
         permits, licenses and/or authorizations required unless such
         non-availability is attributable to the Party claiming the force
         majeure.
         Local strikes in facilities controlled by the Parties shall not be
         considered force majeure.





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                                   ARTICLE 19
                                  MISCELLANEOUS

19.1     Entire Agreement
         It is understood and agreed that this Agreement and the attached
         Schedules contain the entire understanding between the Parties relating
         to the subject matter and that any representation, promise, or
         condition not contained in this Agreement shall not be binding on
         either Party, unless otherwise agreed and confirmed in writing;
         provided, however, that this Agreement shall not in any way affect or
         supersede the Parties' obligations under the Amended and Restated
         Supply Agreement dated November 6, 1998 and the Termination Agreement
         dated April 29, 1999.

19.2     Non-applicability of Standard Terms and Conditions
         The terms and conditions contained in this Agreement and the attached
         Schedules shall take precedence over any standard terms and conditions
         which appear on any documents previously or subsequently issued by
         PHILIPS or INTERMAGNETICS under or with reference to this Agreement
         inclusive of any Purchase Order or any documents incorporated by
         reference, unless such document is signed by both Parties and
         explicitly states that it is a modification of this Agreement.

19.3     Assignment
         This Agreement shall be binding on the Parties hereto and their
         successors and assigns, provided, however, that this Agreement may not
         be assigned, transferred or hypothecated by either Party, in whole or
         in part, directly or indirectly, without the prior written consent of
         the other Party and provided further that either Party is entitled to
         assign its rights (but not its obligations) under this Agreement in
         part or in whole to any of its Associated Companies without the other
         Party's consent.

19.4     Waiver
         No failure by either Party to insist upon strict compliance by the
         other Party with any of the terms, provisions or conditions of this
         Agreement in any instance shall be construed as a waiver or
         relinquishment by either Party of the other Party's rights to insist
         upon strict compliance in the future.

19.5     Notices
         Notices, consents, approvals and other communications from one Party to
         the other pursuant to this Agreement shall be deemed to have been
         sufficiently given if sent by registered airmail, or, by telefax or
         telex confirmed the same day by registered airmail, and addressed as
         specified below, or, addressed in such other manner as previously
         notified in writing by the addressee. All communications shall be
         deemed to have arrived, in the case of a communication by registered
         airmail only as of the 6th (sixth) day following posting, and, in the
         case of a communication by telefax or telex confirmed by registered
         airmail, as of the business day following the day the telefax or telex
         is dispatched.



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         Communications to PHILIPS shall be addressed as follows:

         (by mail)     :   PHILIPS Medical Systems Nederland B.V.
                           f.a.o. General Counsel PMS
                           Veenpluis 6
                           P.O. Box 10000
                           5680 DA Best
                           The Netherlands
         (by telefax)  :   +31-40-2762561
                           with a copy to Purchasing Department MR

Communications to INTERMAGNETICS shall be addressed as follows to:

         (by mail)     :   V.P. and General Manager, Magnet Business Group
                           Intermagnetics General Corporation
                           450 Old Niskayuna Road
                           P.O. Box 461
                           Latham, New York 12110-0461
                           U.S.A.
         (by telefax)  :   + 1-518-783-2623
                           with a copy to Intermagnetics' Finance Department

19.6     Modification of Agreement
         This Agreement may not be modified or amended except by a writing
         signed by the authorized representatives of the Parties which shall be
         attached to this Agreement.

19.7     Consent
         Whenever under this Agreement a Party's consent, permission, agreement,
         acceptance, satisfaction or approval is required, it shall not be
         unreasonably or arbitrarily withheld or delayed.

19.8     Applicable Law and Settlement of Disputes
         This Agreement shall be governed by, and the rights of the Parties
         shall be determined under, the laws of the State of New York, not
         including New York rules of conflicts of laws or private international
         law that may refer to the law of another jurisdiction as the applicable
         governing law.

         The Parties agree to endeavor to identify in advance issues that could
         generate controversies or disputes, in order to permit their early
         resolution by friendly negotiations, and to use their best efforts to
         negotiate in good faith, for a period of sixty (60) days or such other
         period as shall be mutually agreed upon by them, to resolve all such
         controversies or disputes in an amicable manner. All disputes arising
         out of or in connection with the interpretation or execution of this
         Agreement during its life or thereafter shall be finally settled by
         arbitration in New York City, New York, USA, accordingly to the Rules
         of Conciliation and Arbitration of the International Chamber of
         Commerce by three (3) arbitrators in accordance with the Rules. The
         language of the arbitration shall be English. The award of the Court of
         Arbitration shall be final and binding and may be enforced in any court
         of competent jurisdiction.

19.9     Headings
         Headings in this Agreement are included for convenience of reference
         only and shall not constitute a part of this Agreement for any other
         purpose.

19.10    Publicity
         Neither INTERMAGNETICS nor PHILIPS shall, without the prior written
         consent of the other Party, (a) make any news release or public
         announcement or communication, relating to this Agreement or its
         subject matter, nor (b) in any manner advertise or publish the fact
         that Parties entered into this Agreement, except as required by law.






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         The written consent of the other Party is requested in cases (a) and
         (b) not only as regards the content of any public announcement,
         communication, advertisement or publication ("the Communication"), but
         also as regards the medium used for each Communication, the frequency
         of each Communication and the context in which each Communication is
         used.

         For the disclosure of information subject to the provisions of Article
         13 (Confidentiality), the Parties shall coordinate their respective
         public communication. For this purpose, each party shall be provided
         with any proposed public communication of such confidential information
         by the other party and the chief executive officer of the receiving
         party shall agree or reject such proposal within ten (10) days from
         such provision.

         In case such public communication is required by law, each party (i)
         shall use its best efforts to maintain the confidentiality of the
         information referred to in this Article 19.10 and of any other
         Confidential Information, e.g. by asserting any applicable privileges,
         and shall, immediately after gaining knowledge of or receiving an
         official requirement or request by any regulatory agency (e.g., the
         Securities and Exchange Commission) or a notice of an administrative or
         judicial action, notify the other party thereof and give it the
         opportunity to seek any other legal remedies so as to maintain in
         confidence the information referred to in this Article 19.10 and any
         other Confidential Information, and (ii) shall in any way limit the
         public communication required under (i) to the information strictly
         required.

19.11    Trademarks
         PHILIPS herewith grants INTERMAGNETICS the right to use the following
         trademarks: (a) the word mark "Philips" and Philips' Shield Emblem and
         (b) such other trademark(s) as may be designated at any time by PHILIPS
         on the Products during the Term, if INTERMAGNETICS strictly adheres to
         the instructions of PHILIPS laid down in a Schedule to a Supply
         Agreement.
         INTERMAGNETICS acknowledges all rights of PHILIPS in and to the said
         trademarks and further agrees that the design, development, manufacture
         and supply of Product(s), Spare Part(s), and packing, if any, bearing
         such trademarks shall not be construed as a grant of any rights in such
         trademarks or as the use of such trademarks, either on or relating to
         INTERMAGNETICS' products, in INTERMAGNETICS' sales literature or other
         publications, or otherwise, by or for the benefit of INTERMAGNETICS
         without PHILIPS' prior written consent.

19.12    Severability
         If any of the provisions of this Agreement are held to be void or
         unenforceable by or as a result of a determination of an arbitrator or
         judicial authority having competent jurisdiction, the decision of which
         is binding upon the Parties with respect to one or more of the
         countries to which this Agreement applies, the Parties agree that such
         determination shall not result in the nullity or unenforceability of
         the remaining portions of this Agreement in such country(ies). The
         Parties further agree to replace such void or unenforceable provisions
         of this Agreement with respect such country(ies) by valid and
         enforceable provisions which will achieve, to the extent possible, the
         economic, business and other purposes of the void or unenforceable
         provisions. The provisions so determined to be void or unenforceable
         shall, however, remain in full force and effect with respect to all
         other countries to which this Agreement applies.





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IN WITNESS WHEREOF the parties have caused this Agreement to be signed by their
authorized representatives:

<TABLE>
<CAPTION>


<S>                                                       <C>
INTERMAGNETICS GENERAL                                    PHILIPS MEDICAL SYSTEMS
CORPORATION                                               NEDERLAND B.V.


Signature     /s/ Glenn H. Epstein                        Signature     /s/ Juergen Tieman
              -------------------------------------                     ----------------------
              Glenn H. Epstein                                          Mr Juergen Tiemann
              Chairman and Chief Executive Officer                      CEO Business Group DIS
Date: 5 April 2004
                                                          Date: _____




INTERMAGNETICS GENERAL                                    PHILIPS MEDICAL SYSTEMS
CORPORATION                                               NEDERLAND B.V.


Signature:    /s/ Leo Blecher                             Signature:    /s/ Dr. A.H. van Ommen
              -------------------------------------                     -------------------------
              Leo Blecher                                               Dr A.H. van Ommen
              President, MRI Sector                                     Senior V.P.
                                                                        BU Magnetic Resonance

Date: 5 April 2004                                        Date: 27 April 2004
      ------------                                              -------------





INTERMAGNETICS GENERAL                                    PHILIPS MEDICAL SYSTEMS
CORPORATION                                               NEDERLAND B.V.


Signature:    /s/ Garry Morrow                            Signature:    /s/ Cees Sluys
              -------------------------------------                     -----------------
              Garry Morrow                                              Cees Sluys
              Marketing Director, MRI Sector                            Purchasing Manager
                                                                        PMG Magnetic Resonance

Date: 5 April 2004                                        Date: 26 April 2004
      ------------                                              -------------


</TABLE>





initial Intermagnetics                                           initial Philips
                                       29