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 A

                    CONFIDENTIALITY AND NONCOMPETE AGREEMENT

This Confidentiality and Noncompete Agreement ("Agreement") is made and entered
into this ____day of May 2004, by and between Stereotaxis, Inc., a Delaware
corporation ("Company"), and James M. Stolze ("Employee").

WHEREAS, Company is engaged in, among other things, the business of researching,
marketing and selling medical devices. The Company is headquartered and its
principal place of business is located in St. Louis, Missouri;

WHEREAS, Company has expended a great deal of time, money and effort to develop
and maintain its proprietary Confidential and Trade Secret Information (as
defined herein) which provides it with a significant competitive advantage;

WHEREAS, the success of Company depends to a substantial extent upon the
protection of its Confidential and Trade Secret Information and customer
goodwill by all of its employees;

WHEREAS, Employee desires to be employed, or to continue to be employed, by
Company to provide managerial, administrative, technical and/or sales services
for Company; to be eligible for opportunities for advancement within Company
and/or compensation increases which otherwise would not be available to
Employee; and to be given access to Confidential and Trade Secret Information of
Company which is necessary for Employee to perform his or her job, but which
Company would not make available to Employee but for Employee's signing and
agreeing to abide by the terms of this Agreement as a condition of Employee's
employment and continued employment with Company. Employee recognizes and
acknowledges that Employee's position with Company has provided and/or will
continue to provide Employee with access to Company's Confidential and Trade
Secret Information;

WHEREAS, Company compensates its employees to, among other things, develop and
preserve goodwill with its customers on Company's behalf and business
information for Company's ownership and use;

WHEREAS, If Employee were to leave Company, Company, in all fairness, would need
certain protections in order to prevent competitors of Company from gaining an
unfair competitive advantage over Company and/or diverting goodwill from
Company, and to prevent misuse or misappropriation by Employee of the
Confidential and Trade Secret Information;

WHEREAS, Company desires to obtain the benefit of the services of Employee and
Employee is willing to render such services on the terms and conditions
hereinafter set forth;

NOW, THEREFORE, in consideration of the compensation and other benefits of
Employee's employment by Company and the recitals, mutual covenants and
agreements hereinafter set forth, Employee and Company agrees as follows:

1.       Employment Services.

         1.1      Employee agrees that throughout Employee's employment with
                  Company, Employee will (i) faithfully render such services as
                  may be delegated to Employee by Company, (ii) devote
                  Employee's entire business time, good faith, best efforts,
                  ability, skill and attention to Company's business, and (iii)
                  follow and act in accordance with all of Company's rules,
                  policies and procedures of Company, including, but not limited
                  to, working hours, sales and promotion policies and specific
                  Company rules.




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