Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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                                                                   EXHIBIT 10.31

                       RETIREMENT AND CONSULTING AGREEMENT

                  THIS Retirement and Consulting Agreement ("Agreement") is made
and entered into by and between Nicola Young (hereinafter "Young" or "you" or
"your"), and Stereotaxis, Inc. ("Stereotaxis"," "Company" or "we" or "us"). For
and in consideration of the following promises, the parties agree to the
following:

                  WHEREAS, for medical reasons and following a leave of absence
YOUNG has submitted her resignation from STEREOTAXIS effective December 1, 2003
("Effective Date") and STEREOTAXIS has with regret accepted such resignation.

                  WHEREAS, the parties acknowledge that Young has made
substantial contributions to the success of Stereotaxis that the parties desire
that YOUNG will continue to contribute financial advisory and transaction
management services to STEREOTAXIS going forward at least until July 31, 2004 or
such later date as is mutually agreed ("Finish Date") on the terms set forth in
this Retirement and Consulting Agreement.

                  NOW THEREFORE, for and in consideration of the mutual
covenants and undertakings hereinafter set forth, and for other good and
valuable consideration, which each party hereby acknowledges, it is agreed as
follows:

1.       Young will provide Stereotaxis
 with ongoing financial advisory and
         transaction management services ("Consulting Services") during
         reasonable working hours and including advising as to and conducting
         work regarding:

         a.       Negotiation, documentation and due diligence relating to
                  strategic alliances and business combinations;

         b.       Budgeting;

         c.       Financial modeling and forecasting;

         d.       Due diligence relating to financing activities including an
                  initial public offering ("IPO") of the common stock of the
                  Company and including making presentations to underwriters and
                  others in this regard;

         e.       The drafting relating to an IPO;

         f.       Preparation of audiovisual and verbal presentations for an IPO
                  "roadshow"; and

         g.       Investor relations;

         and such other services as are mutually agreed. In this regard the
         parties agree to minimize Young's air travel subject to providing
         reasonably appropriate services to the Company.

2.       Young and Stereotaxis may agree upon a later Finish Date, including
         agreeing on month to month extensions, on the same terms as set forth
         in this agreement.

3.       Compensation For Consulting Services. Compensation to Young from
         Stereotaxis for the Consulting Services will comprise the cash, stock
         and other elements set forth in the Appendix hereto.

4.       Standard Release of Claims. Young agrees to execute upon request by
         Stereotaxis and effective as at December 1, 2003 the Company's standard
         form release of claims applicable in context of a senior executive's
         resignation provided that such release is on reasonable commercial
         terms.




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