Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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                                                                   EXHIBIT 10.17

[STEREOTAXIS LOGO] 




May 26, 2004

Mr. James M. Stolze
446 Twin Creek Road
St. Louis, MO  63141

Dear Jim:

I am pleased to extend you an offer to join Stereotaxis as Vice President and
Chief Financial Officer. You will be responsible for the overall management of
the financial, administrative, accounting, compliance, reporting, human
resource, IT and investor relations functions of Stereotaxis, and will report
directly to me.

Your annualized base salary will be $275,000 payable semi-monthly. As a member
of the Senior Management team, you will be eligible for an annual bonus of up to
25% of your base salary (prorated to your start date) based on overall corporate
goals to be finalized within the next 30 days. The bonus will be paid in
accordance with the Company's normal practices, generally in the first quarter
of 2005, to persons employed as of January 31 of the year following the bonus
year. Further, you will be eligible for a performance and salary review at the
end of 2004 in accordance with standard Company practices (calendar year
review).

I will recommend that the Board of Directors grant you options to purchase up to
400,000 shares of the Company's stock at $1.95 per share (the Stereotaxis
Compensation Committee
 of the Board of Directors has already approved this
grant). These options will be granted under the Company's 2002 Stock Incentive
Plan and will vest over a 4-year period with 25% vesting one year from the date
of your employment and the remainder vesting monthly thereafter. It is our
intent that these options be incentive (qualified) stock options. Under the
terms of the 2002 Stock Incentive Plan, should Stereotaxis experience a change
of control and your employment be terminated or materially adversely changed,
100% of your unvested options would become vested. A copy of the 2002 Stock
Incentive Plan is included for your review.

You will be entitled to the standard benefits made available by the Company from
time to time including medical and dental insurance for you and your family
(subject to employee contributions) and paid time off for vacation and sick time
(PTO) of twenty five days per year initially, prorated to your start date. A
summary of our benefits is included for your review.

Stereotaxis is an "at-will" employer, which means that you or Stereotaxis may
terminate your employment at any time, with or without cause and without notice.
You will be required to execute the Company's standard At-Will-Employment
Agreement and Confidentiality and Non-compete Agreement (included), which
include provisions relating to arbitration of employment disputes.


       Stereotaxis, Inc o 4041 Forest Park Avenue o St. Louis, MO o 63108
                     o (314) 615-6940 o (314) 615-6948 Fax



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