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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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5.       Choice of Law. This Agreement shall be construed and governed by the
         laws of the State of Missouri.

6.       Modification, Entire Agreement, Severability. The parties acknowledge
         that this Agreement and the Standard Release of Claims constitutes the
         entire agreement between them superseding all prior written and oral
         agreements regarding your separation, and there are no other
         understandings or agreements, written or oral, among them on the
         subject of your separation. The parties hereto agree that this
         Agreement may not be modified, altered, or changed except by a written
         agreement signed by the parties hereto. If any provision of this
         Agreement is held to be invalid, the remaining provisions shall remain
         in full force and effect.

7.       Confidential Information. Young agrees to abide by the confidentiality
         agreement set forth in your employment agreement signed on January 15,
         2001. Young agrees to adhere to this commitment now and in the future.

                  IN WITNESS WHEREOF, the undersigned parties have executed this
Agreement, effective as of the Effective Date.

                                    /s/ Nicola Young
                                    Nicola Young

                                    STEREOTAXIS, INC.

                                    By:/s/ John Aplin
                                       John Aplin, Director


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