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STEREOTAXIS, INC. filed this Form S-1/A on 06/17/2004
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Unless otherwise agreed upon in writing by the parties, Employee, after
termination of any employment, shall not seek nor accept employment with the
Company in the future and the Company is entitled to reject without cause any
application for employment with the Company made by Employee, and not hire
Employee. Employee agrees that Employee shall have no cause of action against
the Company arising out of any such rejection.

This agreement and performance under it, and any suits or special proceedings
brought under it, shall be construed in accordance with the laws of the United
States of America and the State of Missouri and any arbitration, mediation or
other proceeding arising hereunder shall be filed and adjudicated in St. Louis,

If any term or condition, or any part of a term or condition, of this Agreement
shall prove to be invalid, void or illegal, it shall in no way affect, impair or
invalidate any of the other terms or conditions of this Agreement, which shall
remain in full force and effect.

The failure of either party to enforce any provision of this Agreement shall not
be construed as a waiver of or acquiescence in or to such provision.

The Parties to this Agreement represent and acknowledge that in executing this
Agreement they do not rely and have not relied upon any representation or
statement made by the other party or the other party's agents, attorneys or
representatives regarding the subject matter, basis, or effect of this Agreement
or otherwise, other than those specifically stated in this written Agreement.
This Agreement shall be interpreted in accordance with the plain meaning of its
terms and not strictly for or against any party. This Agreement shall be
construed as if each party was its author and each party hereby adopts the
language of this Agreement as if it were his, her or its own. The captions to
this Agreement and its sections, subsections, tables and exhibits are inserted
only for convenience and shall not be construed as part of this Agreement or as
a limitation on or broadening of the scope of this Agreement or any section,
subsection, table or exhibit.

Employee and Stereotaxis have executed this Agreement and agree to enter into
and be bound by the provisions hereof as of _________________________.



Name:  Peggy S. Stohr
Title: V.P. Administration/Controller

James M. Stolze


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