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STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004
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         (C)      Performance Bonus. You will receive a performance bonus for
                  fiscal year 2003 in the amount of Forty-five thousand dollars
                  ($45,000.00). Such bonus will be paid by Stereotaxis at the
                  same time otherwise paid to eligible employees during calendar

         (D)      Indemnification. Stereotaxis will indemnify you and your
                  estate against any claims made against you in your capacity as
                  an officer of Stereotaxis for actions arising out of or in the
                  course of your employment while an officer of Stereotaxis and
                  for such actions arising out of or in the course of your
                  consulting services to the Company described above.

         (E)      Health Insurance Continuation. Stereotaxis shall continue your
                  current healthcare coverage under the Company's healthcare
                  policy for the same period set forth in paragraph 1(A) above,
                  the consulting period, or, if not available, then we will pay
                  your COBRA payments for said period, after which time such
                  benefits will cease unless you choose to continue healthcare
                  benefits pursuant to COBRA.

         (F)      Vacation Pay. On or by November 30, 2003 or the next following
                  payroll period, Stereotaxis will pay you all accrued, but
                  unused vacation compensation.

         (G)      Moving Expenses. Stereotaxis will reimburse you for your
                  reasonable moving expenses to Arizona from St. Louis provided
                  that such reimbursement will not exceed the amount of Ten
                  thousand dollars ($10,000).

         (H)      Vested Rights. The parties agree that this Agreement shall not
                  adversely affect, alter, or extinguish any vested rights you
                  may have with respect to any pension or 401k plan to which you
                  are or may be entitled by virtue of your employment with
                  Stereotaxis, and nothing in this Agreement will prohibit you
                  from enforcing your rights to any such pension or 401k plan.


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