Stereotaxis
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S-1/A
STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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Mr. James M. Stolze
May 26, 2004
Page 2

If you are involuntarily terminated without cause, you will receive base salary
and benefits continuation for a period of six (6) months. Such compensation will
be paid in accordance with normal payroll procedures. However, if you are
re-employed at any time in a comparable position (by Stereotaxis or another
employer) during the salary continuation period, all further salary and benefit
continuation payments will end. For purposes of this Agreement, termination for
cause shall mean gross misconduct or gross negligence such as (but not limited
to) gross breach of fiduciary duty, dishonesty, theft or commission of a crime
involving moral turpitude. Termination for cause shall also include the
Employee's failure to comply with the provisions of this offer letter.

The Stereotaxis senior management team and I are enthusiastic about working with
you to build our company. This letter contains all the terms and conditions of
the Company's offer of employment to you and any previous discussions,
understandings or agreements are superseded by this letter. This offer is
contingent upon the Company's satisfactory completion of its checks on your
background. By signing this letter, you agree that you have provided us with
copies of any employment agreement, non-compete agreement or confidentiality
agreement that might be inconsistent with your agreement with Stereotaxis and
that you are authorized to work in the United States for Stereotaxis. If the
foregoing terms are acceptable, please indicate your agreement by signing this
letter in the space provided below at your earliest convenience but not later
than five days from the date of this letter.

Sincerely,



Bevil J. Hogg
President and CEO




ACCEPTED and AGREED this _____ day of May 2004.

My starting date will be the ____ day of ______ 2004


------------------------------------------------
James M. Stolze



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